Common use of Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings Clause in Contracts

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Starwood and Marriott shall prepare, and Marriott shall file with the SEC, the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus. Each of Starwood and Marriott shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood and Marriott shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood DigitalGlobe and Marriott GeoEye shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the stockholders of each of DigitalGlobe and GeoEye relating to the DigitalGlobe Stockholders Meeting and the GeoEye Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and DigitalGlobe shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott DigitalGlobe and GeoEye shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of GeoEye and Marriott shallDigitalGlobe shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of GeoEye and DigitalGlobe shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of GeoEye and DigitalGlobe shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of GeoEye and DigitalGlobe (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of GeoEye and DigitalGlobe shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of GeoEye and DigitalGlobe shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of GeoEye and DigitalGlobe shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to DigitalGlobe or any DigitalGlobe Subsidiary, or any change occurs with respect to other information supplied by DigitalGlobe for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, DigitalGlobe shall promptly notify GeoEye of such event, and DigitalGlobe and GeoEye shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to DigitalGlobe’s stockholders and GeoEye’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to GeoEye or any GeoEye Subsidiary, or any change occurs with respect to other information supplied by GeoEye for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, GeoEye shall promptly notify DigitalGlobe of such event, and GeoEye and DigitalGlobe shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to DigitalGlobe’s stockholders and GeoEye’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) DigitalGlobe shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the DigitalGlobe Stockholders Meeting for the sole purpose of seeking the DigitalGlobe Stockholder Approval. DigitalGlobe shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodDigitalGlobe’s stockholders, stockholders and Marriott shall use reasonable best efforts to cause hold the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case DigitalGlobe Stockholders Meeting as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act, in each case in accordance with applicable Law, the DigitalGlobe Charter and the DigitalGlobe By-laws and (ii) solicit the DigitalGlobe Stockholder Approval. DigitalGlobe shall, through the DigitalGlobe Board, recommend to its stockholders that they give the DigitalGlobe Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the DigitalGlobe Board shall have made a DigitalGlobe Adverse Recommendation Change as permitted by Section 5.02(b). Except as expressly contemplated by the foregoing sentence, DigitalGlobe agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to DigitalGlobe of any DigitalGlobe Takeover Proposal, the occurrence of a DigitalGlobe Intervening Event or by the making of any DigitalGlobe Adverse Recommendation Change by the DigitalGlobe Board; provided, however, that if the public announcement of a DigitalGlobe Adverse Recommendation Change or the delivery of a notice in connection with a DigitalGlobe Notice Period is less than 10 Business Days prior to the DigitalGlobe Stockholders Meeting, DigitalGlobe shall be entitled to postpone the DigitalGlobe Stockholders Meeting to a date not more than 10 Business Days after such event. (e) GeoEye shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood GeoEye Stockholders Meeting”) in accordance with the MGCL solely Meeting for the sole purpose of obtaining seeking the Starwood GeoEye Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject Approval. GeoEye shall use its reasonable best efforts to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for cause the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely Joint Proxy Statement to be required under Applicable Law mailed to GeoEye’s stockholders and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to hold the Starwood GeoEye Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, Meeting as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in each case in accordance with applicable Law, the DGCL solely for GeoEye Charter and the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewithGeoEye By-laws, and (ii) solicit the GeoEye Stockholder Approval. GeoEye shall, subject to through the provisions of Section 4.3(b), through its Board of DirectorsGeoEye Board, recommend to its stockholders that they give the approval of the issuance of shares of Marriott Common Stock GeoEye Stockholder Approval and shall include such recommendation in the Initial Holdco MergerJoint Proxy Statement, except to the extent that the GeoEye Board shall have made a GeoEye Adverse Recommendation Change as permitted by Section 5.03(b). Marriott may only postpone Except as expressly contemplated by the foregoing sentence, GeoEye agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or adjourn communication to GeoEye of any GeoEye Takeover Proposal, the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence occurrence of a quorum and (iii) to allow reasonable additional time for GeoEye Intervening Event or by the filing or mailing making of any supplemental GeoEye Adverse Recommendation Change by the GeoEye Board; provided, however, that if the public announcement of a GeoEye Adverse Recommendation Change or amended disclosure that Marriott has determined after consultation the delivery of a notice in connection with outside legal counsel a GeoEye Notice Period is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott less than 10 Business Days prior to the Marriott GeoEye Stockholders Meeting. In , GeoEye shall be entitled to postpone the event that subsequent GeoEye Stockholders Meeting to the a date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meetingnot more than 10 Business Days after such event. (df) Starwood Each of GeoEye and Marriott DigitalGlobe shall coordinate and use commercially reasonable best efforts to hold the Starwood GeoEye Stockholders Meeting and the Marriott DigitalGlobe Stockholders Meeting Meeting, respectively, at the same time and on the same date and as soon as reasonably practicable after the date of this Agreementother party.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Continental and Marriott United shall preparejointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Marriott Continental and United shall file jointly prepare and cause to be filed with the SEC, SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each , and each of Starwood Continental and Marriott United shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of United and Marriott shallContinental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of United and Continental (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any amendment stop order relating thereto or supplement the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Form S-4 Continental Stock Plans as may be reasonably requested in connection with any such action. (b) If, prior to filing such the Effective Time, any event occurs with the SECrespect to Continental or any Continental Subsidiary, and or any change occurs with a copy of all such filings made with the SEC. Notwithstanding any respect to other provision herein to the contrary, no amendment or supplement (including information supplied by incorporation by reference) to Continental for inclusion in the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood and MarriottS-4, which approval is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Continental shall not be unreasonably withheldpromptly notify United of such event, conditioned and Continental and United shall cooperate in the prompt filing with the SEC of any necessary amendment or delayed; provided that supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Continental’s stockholders and United’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) If prior to the Effective Time, any event occurs with respect to documents filed United or any United Subsidiary, or any change occurs with respect to other information supplied by United for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a party that are incorporated by reference supplement to, the Joint Proxy Statement or the Form S-4, United shall promptly notify Continental of such event, and United and Continental shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or Joint Proxy Statementsupplement to Continental’s stockholders and United’s stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a). (d) Continental shall, as soon as practicable following the date of this right of approval shall apply only with respect to information relating to Agreement, duly call, give notice of, convene and hold the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation ChangeContinental Stockholders Meeting. Starwood Continental shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodContinental’s stockholdersstockholders and to hold the Continental Stockholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Continental Stockholder Approval. Continental shall, through the Continental Board, recommend to its stockholders that they give the Continental Stockholder Approval and Marriott shall include such recommendation in the Joint Proxy Statement, except to the extent that the Continental Board shall have made a Continental Adverse Recommendation Change as permitted by Section 5.5(g). Continental agrees that its obligations pursuant to this Section 6.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Continental of any Continental Acquisition Proposal or by the making of any Continental Adverse Recommendation Change by the Continental Board except to the extent (and only to the extent) expressly stated herein to the contrary. (e) United shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the United Stockholders Meeting. United shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottUnited’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, United Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood United Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approvals. United shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsUnited Board, recommend to its stockholders that they give the approval of United Stockholder Approvals and shall include such recommendation in the Starwood Merger and Joint Proxy Statement, except to the Initial Holdco Mergerextent that the United Board shall have made a United Adverse Recommendation Change as permitted by Section 5.5(g). Starwood may only postpone United agrees that its obligations pursuant to this Section 6.1 shall not be affected by the commencement, public proposal, public disclosure or adjourn the Starwood Stockholders Meeting (i) communication to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing United of any supplemental United Acquisition Proposal or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders the making of Starwood prior any United Adverse Recommendation Change by the United Board except to the Starwood Stockholders Meeting. In the event that subsequent extent (and only to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement extent) expressly stated herein to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingcontrary. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this Agreement, Starwood Cedar and Marriott Pine shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the shareholders of Cedar and the stockholders of Pine relating to the Cedar Shareholders Meeting and the Pine Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Cedar shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Cedar and Pine shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Starwood Each of Pine and Marriott shallCedar shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Pine and Cedar shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Pine and Cedar shall use its reasonable best efforts to respond as promptly as reasonably practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Pine and Cedar (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Pine and Cedar shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Pine and Cedar shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Pine and Cedar shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Cedar or any Cedar Subsidiary, or any change occurs with respect to other information supplied by Cedar for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Cedar shall promptly notify Pine of such event, and Cedar and Pine shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Cedar’s shareholders and Pine’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to Pine or any Pine Subsidiary, or any change occurs with respect to other information supplied by Pine for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Pine shall promptly notify Cedar of such event, and Pine and Cedar shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Cedar’s shareholders and Pine’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) Cedar shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Cedar Shareholders Meeting for the sole purposes of seeking the Cedar Shareholder Approval, the Cedar High Vote Shareholder Approval, and any proposal to amend the Cedar Articles to increase the number of authorized shares of Cedar Common Stock. Cedar shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodCedar’s stockholdersshareholders and to hold the Cedar Shareholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) subject to Section 5.02(b), solicit the Cedar Shareholder Approval and Marriott the Cedar High Vote Shareholder Approval. Cedar shall, through the Cedar Board, recommend to its shareholders that they give the Cedar Shareholder Approval and the Cedar High Vote Shareholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Cedar Board shall have made a Cedar Adverse Recommendation Change as permitted by Section 5.02(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the Cedar Shareholders Meeting is scheduled, Cedar has not received proxies representing a sufficient number of shares of Cedar Common Stock to obtain the Cedar Shareholder Approval, whether or not a quorum is present, Cedar shall have the right to make one or more successive postponements or adjournments of the Cedar Shareholders Meeting, provided that the Cedar Shareholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Cedar Shareholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Cedar agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Cedar of any Cedar Takeover Proposal, by the making of any Cedar Adverse Recommendation Change by the Cedar Board; provided, however, that if the public announcement of a Cedar Adverse Recommendation Change or the delivery of a Cedar Notice of Recommendation Change is less than 10 Business Days prior to the Cedar Shareholders Meeting, Cedar shall be entitled to postpone the Cedar Shareholders Meeting to a date not less than 10 Business Days after such event. (e) Pine shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Pine Stockholders Meeting for the sole purpose of seeking the Pine Stockholder Approval. Pine shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottPine’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, Pine Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) subject to Section 5.03(b), solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Pine Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approval. Pine shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsPine Board, recommend to its stockholders that they give the approval Pine Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Pine Board shall have made a Pine Adverse Recommendation Change as permitted by Section 5.03(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Pine Stockholders Meeting (i) is scheduled, Pine has not received proxies representing a sufficient number of shares of Pine Common Stock to solicit additional proxies for obtain the purpose of obtaining the Starwood Pine Stockholder Approval, whether or not a quorum is present, Pine shall have the right to make one or more successive postponements or adjournments of the Pine Stockholders Meeting, provided that the Pine Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Pine Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Pine agrees that its obligations pursuant to this Section 6.01 shall not be affected by the absence commencement, public proposal, public disclosure or communication to Pine of any Pine Takeover Proposal or by the making of any Pine Adverse Recommendation Change by the Pine Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for Pine Adverse Recommendation Change or the filing or mailing delivery of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel a Pine Notice of Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood less than 10 Business Days prior to the Starwood Stockholders Pine Shareholders Meeting. In , Pine shall be entitled to postpone the event that subsequent Pine Shareholders Meeting to the a date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingnot less than 10 Business Days after such event. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable after the execution of this Agreement (but in any event, no more than sixty (60) days following the date of this Agreementhereof, Starwood unless the Parties otherwise agree to another time period), (i) Parent and Marriott the Company shall preparejointly prepare and Parent and the Company, and Marriott as applicable, shall file with the SECSEC the Joint Proxy Statement to be sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and consider the Company’s comments in good faith, and file with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Starwood and Marriott Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable state securities Laws in connection with the Parent Stock Issuance. Starwood Each of the Company and Marriott shallParent shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without have become effective, each of Parent and the approval of both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to will be mailed to Marriott’s stockholdersmade by Parent or the Company, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other Party with a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott Parent or the Company or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood Parent or Marriott that the Company which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Parent and Marriottthe Company. Each Party shall notify the other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers and shall consider each other Party’s comments in good faith. (b) Starwood The Company shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly set a record date for, call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Company Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining seeking the Starwood Company Stockholder Approval andApproval. If the Company Board has not made a Company Adverse Recommendation Change, if applicablethe Company shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Company Board, make the Exchange Act in connection therewithCompany Recommendation, and shallshall include such Company Recommendation in the Joint Proxy Statement, subject and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the provisions adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. Except as expressly permitted in Section 4.2(b5.4(b), through its neither the Company Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to solicit additional proxies for withhold, withdraw or modify or qualify the purpose of obtaining the Starwood Stockholder ApprovalCompany Recommendation, (ii) for take any other action or make any other statement in connection with the absence of a quorum Company Stockholders Meeting inconsistent with the Company Recommendation or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to allow reasonable additional time for the filing or mailing of as a “Company Adverse Recommendation Change”). Notwithstanding any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Company Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior terms, the obligations of the Parties hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingCompany of any Takeover Proposal (whether or not a Superior Proposal). (c) Marriott Parent shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly set a record date for, call, give notice of, convene and hold a meeting of its stockholders (the “Marriott Parent Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining seeking the Marriott Parent Stockholder Approval andApproval. If the Parent Board has not made a Parent Adverse Recommendation Change, if applicableParent shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Parent Board, make the Exchange Act in connection therewithParent Recommendation, and shallshall include such Parent Recommendation in the Joint Proxy Statement, subject and use its reasonable best efforts to the provisions of Section 4.3(b), through its Board of Directors, recommend to (i) solicit from its stockholders proxies in favor of the approval of the issuance of shares of Marriott Common Parent Stock Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval. Except as expressly permitted in Section 5.4(b), neither the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting Parent Board nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to solicit additional proxies for withhold, withdraw or modify or qualify the purpose of obtaining the Marriott Stockholder ApprovalParent Recommendation, (ii) for take any other action or make any other statement in connection with the absence of a quorum Parent Stockholders Meeting inconsistent with the Parent Recommendation or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to allow reasonable additional time for the filing or mailing of as a “Parent Adverse Recommendation Change”). Notwithstanding any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Parent Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior terms, the obligations of the Parties hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingParent of any Takeover Proposal (whether or not a Superior Proposal). (d) Starwood The Company and Marriott shall Parent will use their respective reasonable best efforts to hold the Starwood Company Stockholders Meeting and the Marriott Parent Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Parent and Marriott the Company shall prepare, and Marriott Parent shall file with the SEC, the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood Parent and Marriott the Company shall cooperate in the preparation and filing of the Form S-4 and Joint Proxy Statement. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the Subsequent Merger. Starwood Each of Parent and Marriott shall, as promptly as practicable after receipt thereof, provide the Company shall use reasonable best efforts to cause to be delivered to the other party copies a “comfort letter” of any written comments and advise its independent auditors, dated the other party of any oral commentsdate that is two (2) Business Days prior to the date on which the Form S-4 becomes effective. No filing of, with respect to or amendment or supplement to, the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings will be made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement Parent or the Form S-4 shall be made Company, as applicable, without the approval of both Starwood and Marriott, other’s prior consent (which approval shall not be unreasonably withheld, conditioned delayed or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to conditioned) and without providing the other party or its business, financial condition or results of operations, the opportunity to review and comment thereon. Parent or the combined entity; and provided furtherCompany, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause as applicable, will advise the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood other promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodParent or the Company, Marriott or any of their respective affiliatesAffiliates, officers or directors, should be is discovered by Starwood Parent or Marriott that the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by lawapplicable Law, disseminated to the respective stockholders of Starwood Parent and Marriott. (b) Starwood shallthe Company. Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. (b) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Company Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining seeking the Starwood Company Stockholder Approval andApproval. Subject to Section 5.02(e) and 5.02(f), if applicablethe Company shall, any approvals related thereto through the Company Board, recommend that its stockholders adopt and approve this Agreement and the Transactions, including the advisory vote required by Rule 14a-21(c) under Merger (the Exchange Act in connection therewith“Company Recommendation”), and shall, subject shall use reasonable best efforts to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional from its stockholders proxies for in favor of the purpose approval and adoption of obtaining this Agreement and the Starwood Stockholder ApprovalTransactions, including the Merger, and (ii) for take all other action necessary or advisable to secure the absence of Company Stockholder Approval and the Company Board shall not withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify the Company Recommendation in a quorum and (iii) manner adverse to allow reasonable additional time for the filing or mailing of Parent. Notwithstanding any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Company Adverse Recommendation ChangeChange pursuant to Section 5.02(e) or 5.02(f), Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior to terms, the Starwood Stockholders Meeting. Starwood obligations of the parties hereunder shall permit Marriott continue in full force and its Representatives to attend the Starwood Stockholders Meetingeffect. (c) Marriott Parent shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Marriott Parent Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining seeking the Marriott Parent Stockholder Approval andApproval. Except for any Parent Adverse Recommendation Change permitted pursuant to and in conformity with this Section 6.01(c), if applicableParent shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Parent Board, recommend that its stockholders approve the Exchange Act in connection therewithShare Issuance (the “Parent Recommendation”), and shall, subject shall use reasonable best efforts to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional from its stockholders proxies for in favor of the purpose of obtaining the Marriott Stockholder Approval, Share Issuance and (ii) for take all other action necessary or advisable to secure the absence Parent Stockholder Approval. The Parent Board shall not withhold, withdraw, modify or qualify, or propose publicly to withhold, withdraw, modify or qualify the Parent Recommendation in a manner adverse to the Company, or make any public statement in connection with such Parent Recommendation that is inconsistent with the Parent Recommendation (any such actions being a “Parent Adverse Recommendation Change”). Nothing in this Agreement shall prohibit or restrict the Parent Board from effecting a Parent Adverse Recommendation Change in response to the occurrence of a quorum Parent Intervening Event if (and only if): (i) the Parent Board concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the exercise of its fiduciary duties to the stockholders of Parent under applicable Laws; (ii) Parent provides the Company at least five (5) Business Days’ prior written notice describing the Parent Intervening Event and advising the Company that the Parent Board intends to take such action and specifying the reasons therefor in reasonable detail; (iii) during the five (5) Business Days following such written notice, Parent and its Representatives have negotiated in good faith with the Company regarding any revisions to allow reasonable additional time for the filing or mailing terms of any supplemental or amended disclosure that Marriott has determined the Transactions proposed by the Company in response to such Parent Intervening Event; and (iv) at the end of the five (5) Business Day period described in the foregoing clause (iii), the Parent Board concludes in good faith, after consultation with its outside legal counsel is (and taking into account any adjustment or modification of the terms of this Agreement proposed by the Company), that a Parent Intervening Event continues to exist and that the failure to make a Parent Adverse Recommendation Change would be inconsistent with the exercise by the Parent Board of its fiduciary duties to the stockholders of Parent under applicable Laws. Nothing contained in this Section 6.01(c) shall prohibit the Parent Board from making any disclosure to Parent’s stockholders if the Parent Board determines in good faith, after consultation with its outside counsel, that the failure to make such disclosure would reasonably likely be determined to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meetinginconsistent with applicable Law. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Notwithstanding any Parent Adverse Recommendation ChangeChange pursuant to this Section 6.01(c), Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior to terms, the Marriott Stockholders Meeting. Marriott obligations of the parties hereunder shall permit Starwood continue in full force and its Representatives to attend the Marriott Stockholders Meetingeffect. (d) Starwood Each of the Company and Marriott shall Parent will use reasonable best efforts to hold the Starwood Company Stockholders Meeting and the Marriott Parent Stockholders Meeting Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date effectiveness of this Agreementthe Form S-4.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Starwood MWV and Marriott RockTenn shall prepare, and Marriott RockTenn shall cause TopCo to file with the SEC, the Joint Proxy Statement, and RockTenn shall prepare and cause TopCo to file with the SEC the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus. Each of Starwood MWV, RockTenn and Marriott TopCo shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood MWV, RockTenn and Marriott TopCo shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott TopCo shall, and RockTenn shall cause TopCo to, provide Starwood MWV with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood MWV and MarriottRockTenn, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change MWV Subsequent Determination or a Marriott Adverse Recommendation ChangeRockTenn Subsequent Determination. Starwood MWV shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodMWV’s stockholders, and Marriott RockTenn shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottRockTenn’s stockholdersshareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott TopCo shall, and RockTenn shall cause TopCo to, advise Starwood MWV promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodMWV, Marriott RockTenn, TopCo, or any of their respective affiliates, officers or directors, should be discovered by Starwood MWV, RockTenn or Marriott TopCo that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood MWV and MarriottRockTenn. (b) Starwood MWV shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood MWV Stockholders Meeting”) in accordance with the MGCL solely DGCL for the purpose of obtaining the Starwood MWV Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood MWV may only postpone or adjourn the Starwood Stockholders MWV Stockholder’s Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood MWV Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood MWV has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood MWV prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood MWV Stockholders Meeting. (c) Marriott RockTenn shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders shareholders (the “Marriott Stockholders RockTenn Shareholders Meeting”) in accordance with the DGCL solely GBCC for the purpose of obtaining the Marriott Stockholder RockTenn Shareholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders shareholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Mergerthis Agreement. Marriott RockTenn may only postpone or adjourn the Marriott Stockholders RockTenn Shareholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder RockTenn Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott RockTenn has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders shareholders of Marriott RockTenn prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders RockTenn Shareholders Meeting. (d) Starwood MWV and Marriott RockTenn shall use reasonable best efforts to hold the Starwood MWV Stockholders Meeting and the Marriott Stockholders RockTenn Shareholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreementhereof.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Starwood Orion and Marriott Diamond shall prepare, and Marriott the parties shall cause HoldCo to file with the SEC, the Joint Proxy Statement, and Diamond and Orion shall prepare and cause HoldCo to file with the SEC the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus. Each of Starwood Orion, Diamond and Marriott HoldCo shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Orion, Diamond and Marriott HoldCo shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott HoldCo, Diamond and Orion shall cooperate and provide Starwood the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood Orion and MarriottDiamond, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse an Orion Recommendation Change or a Marriott Adverse Diamond Recommendation Change. Starwood Orion shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodOrion’s stockholders, and Marriott Diamond shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottDiamond’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Each party shall advise Starwood the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodOrion, Marriott Diamond, HoldCo, or any of their respective affiliates, officers or directors, should be discovered by Starwood Orion, Diamond or Marriott HoldCo that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawApplicable Law, disseminated to the stockholders of Starwood Orion and MarriottDiamond. (b) Starwood Orion shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Orion Stockholders Meeting”) in accordance with the MGCL solely DGCL for the purpose of obtaining the Starwood Orion Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood Orion may only postpone or adjourn the Starwood Stockholders Orion Stockholder’s Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Orion Stockholder Approval, (ii) for the absence of a quorum quorum, and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood Orion has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood Orion prior to the Starwood Orion Stockholders Meeting. In ; provided, however, that Orion shall postpone or adjourn the event that subsequent Orion Stockholders Meeting up to two (2) times for up to thirty days each time upon the date reasonable request of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingDiamond. (c) Marriott Diamond shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Diamond Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Diamond Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders the approval adoption of the issuance of shares of Marriott Common Stock in the Initial Holdco Mergerthis Agreement. Marriott Diamond may only postpone or adjourn the Marriott Diamond Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Diamond Stockholder Approval, (ii) for the absence of a quorum quorum, and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott Diamond has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott Diamond prior to the Marriott Diamond Stockholders Meeting. In ; provided, however, that Diamond shall postpone or adjourn the event that subsequent Diamond Stockholders Meeting up to two (2) times for up to thirty days each time upon the date reasonable request of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingOrion. (d) Starwood Orion and Marriott Diamond shall use reasonable best efforts to hold the Starwood Orion Stockholders Meeting and the Marriott Diamond Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) The only matters to be voted upon at each of the Orion Stockholders Meeting and the Diamond Stockholders Meeting are (i) the Mergers, as applicable, (ii) any adjournment or postponement of the Orion Stockholders Meeting or the Diamond Stockholders Meeting, as applicable, and (iii) any other matters as are required by Applicable Law.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date of this Agreement, Starwood (i) Parent and Marriott the Company shall prepare, jointly prepare and Marriott shall file with the SECSEC the joint proxy statement to be sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting (such proxy statement, together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each The respective Parties will cause the Joint Proxy Statement and the Form S-4 to comply as to form in all material respects with the applicable provisions of Starwood the Securities Act and Marriott the Exchange Act. Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood and Marriott shallfiling (including by responding to comments of the SEC), as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to keep the Form S-4 or effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby and Parent shall take all actions reasonably required to be taken under any applicable state securities Laws in connection with the Parent Stock Issuance. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement received from Statement. Each Party shall notify the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to other promptly of the time when the Form S-4 prior to filing such has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the SECMerger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and with a copy of all such filings made with any request by the SEC. Notwithstanding any other provision herein to SEC or the contrary, no amendment staff of the SEC for amendments or supplement (including by incorporation by reference) supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall be made without supply each other with copies of all correspondence between it or any of its Representatives, on the approval of both Starwood one hand, and Marriottthe SEC or its staff, which approval shall not be unreasonably withheldon the other hand, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Joint Proxy Statement, the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation ChangeMerger. Starwood Each Party shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case respond as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or to any supplement or amendment has been filed, the issuance of any stop order, or any request by comments from the SEC for amendment of or its staff with respect to the Joint Proxy Statement or the Form S-4 and to have any such stop order or comments thereon suspension lifted, reversed or otherwise terminated. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and responses thereto no filing of, or requests amendment or supplement to, the Joint Proxy Statement will be made by Parent or the SEC for additional informationCompany, in each case without providing the other Party with a reasonable opportunity to review and comment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott Parent or the Company or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood Parent or Marriott that the Company which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Parent and Marriottthe Company. (b) Starwood The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold the Company Stockholders Meeting; provided, however, if on a date on which the Company Stockholders Meeting is scheduled the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company will have the right to make one or more successive postponements or adjournments of the Company Stockholders Meeting, provided, further, that the Company Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Company Stockholders Meeting was originally scheduled (excluding any adjournments or postponements that the Company reasonably determines are required by applicable Law). Unless the Company Board has made a Company Recommendation Change, the Company shall include the Company Recommendation in the Joint Proxy Statement. As promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreementshall have become effective, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless Company shall submit this Agreement use its reasonable best efforts to mail the Joint Proxy Statement to the holders of shares of Starwood Company Common Stock for and to solicit from such stockholders proxies in respect of the purpose adoption of obtaining the Starwood Stockholder Approval unless this Agreement. Unless this Agreement shall have been terminated in accordance with its terms prior Section 7.1, the obligation of the Company to call, give notice of, convene and hold the Company Stockholders Meeting, to mail the Joint Proxy Statement to the Starwood Stockholders Meeting. Starwood holders of Company Common Stock and to solicit from such stockholders proxies in respect of the adoption of this Agreement, shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingnot be affected by a Company Recommendation Change. (c) Marriott Parent shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold the Parent Stockholders Meeting; provided, however, if on a date on which the Parent Stockholders Meeting is scheduled Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, whether or not a quorum is present, Parent will have the right to make one or more successive postponements or adjournments of the Parent Stockholders Meeting, provided further, that the Parent Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Parent Stockholders Meeting was originally scheduled (excluding any adjournments or postponements that Parent reasonably determines are required by applicable Law). Unless the Parent Board has made a Parent Recommendation Change, Parent shall include such Parent Recommendation in the Joint Proxy Statement. As promptly as practicable after the Form S-4 is declared effective under shall have become effective, Parent shall use its reasonable best efforts to mail the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject Joint Proxy Statement to the provisions holders of Section 4.3(b), through its Board Parent Common Stock and to solicit from such stockholders proxies in favor of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Parent Stock in the Initial Holdco MergerIssuance. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless Unless this Agreement shall have been terminated in accordance with its terms prior Section 7.1, the obligation of Parent to call, give notice of, convene and hold the Parent Stockholders Meeting, to mail the Joint Proxy Statement to the Marriott Stockholders Meeting. Marriott holders of Parent Company Stock and to solicit from such stockholders proxies in respect of the Parent Stock Issuance, shall permit Starwood and its Representatives to attend the Marriott Stockholders Meetingnot be affected by a Parent Recommendation Change. (d) Starwood The Company and Marriott shall Parent will use their respective reasonable best efforts to hold the Starwood Company Stockholders Meeting and the Marriott Parent Stockholders Meeting on the same date date. (e) Immediately following execution and as soon as reasonably practicable after the date delivery of this AgreementAgreement by the Parties, Parent shall adopt this Agreement as the sole stockholder of Merger Sub and, promptly thereafter, deliver to the Company a copy of the written consent reflecting the adoption of this Agreement by Parent as the sole stockholder of Merger Sub.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, Starwood (i) Parent and Marriott the Company shall prepare, jointly prepare and Marriott shall file with the SECSEC the joint proxy statement (as amended or supplemented from time to time, the “Joint Proxy Statement”) to be sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider adoption of this Agreement and the Parent Share Issuance and to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Starwood Parent and Marriott the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Share Issuance. Starwood Each of Parent and Marriott shallthe Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without have become effective, each of Parent and the approval of both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to be mailed to Marriott’s stockholderswill made by Parent or the Company, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other party a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwoodthe Company or Parent, Marriott or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood the Company or Marriott that Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Parent and Marriott. (b) Starwood shall, as the Company. The parties shall notify each other promptly as practicable after of the time when the Form S-4 is declared effective under the Securities Acthas become effective, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares any stop order or suspension of Marriott the qualification of the Parent Common Stock issuable in connection with the Initial Holdco Merger. Marriott may only postpone Merger for offering or adjourn sale in any jurisdiction, or of the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing receipt of any supplemental comments from the SEC or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law the staff of the SEC and of any request by the SEC or the staff of the SEC for such supplemental amendments or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior supplements to the Marriott Stockholders Meeting. In Joint Proxy Statement or the event that subsequent Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the date of this AgreementJoint Proxy Statement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to Form S-4 or the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingMerger. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, Starwood (i) Parent and Marriott the Company shall preparejointly prepare and Parent and the Company, and Marriott as applicable, shall file with the SEC, SEC the Joint Proxy Statement to be sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Starwood and Marriott Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Stock Issuance. Starwood Each of Parent and Marriott shallthe Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without have become effective, each of Parent and the approval of both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to will be mailed to Marriott’s stockholdersmade by Parent or the Company, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other Party with a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott Parent or the Company or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood Parent or Marriott that the Company which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Parent and Marriottthe Company. Each Party shall notify the other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) Starwood The Company shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Company Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining seeking the Starwood Company Stockholder Approval andApproval. If the Company Board has not made a Company Adverse Recommendation Change, if applicablethe Company shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Company Board, make the Exchange Act in connection therewithCompany Recommendation, and shallshall include such Company Recommendation in the Joint Proxy Statement, subject and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the provisions adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. Except as expressly permitted in Section 4.2(b5.4(b), through its neither the Company Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to solicit additional proxies for withhold, withdraw or modify or qualify the purpose of obtaining the Starwood Stockholder ApprovalCompany Recommendation, (ii) for take any other action or make any other statement in connection with the absence of a quorum Company Stockholders Meeting inconsistent with the Company Recommendation or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to allow reasonable additional time for the filing or mailing of as a “Company Adverse Recommendation Change”). Notwithstanding any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Company Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior terms, the obligations of the Parties hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingCompany of any Takeover Proposal (whether or not a Superior Proposal). (c) Marriott Parent shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Marriott Parent Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining seeking the Marriott Parent Stockholder Approval andApproval. If the Parent Board has not made a Parent Adverse Recommendation Change, if applicableParent shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Parent Board, make the Exchange Act in connection therewithParent Recommendation, and shallshall include such Parent Recommendation in the Joint Proxy Statement, subject and use its reasonable best efforts to the provisions of Section 4.3(b), through its Board of Directors, recommend to (i) solicit from its stockholders proxies in favor of the approval of the issuance of shares of Marriott Common Parent Stock Issuance and (ii) take all other action necessary or advisable to secure the Parent Stockholder Approval. Except as expressly permitted in Section 5.4(b), neither the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting Parent Board nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to solicit additional proxies for withhold, withdraw or modify or qualify the purpose of obtaining the Marriott Stockholder ApprovalParent Recommendation, (ii) for take any other action or make any other statement in connection with the absence of a quorum Company Stockholders Meeting inconsistent with the Company Recommendation or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to allow reasonable additional time for the filing or mailing of as a “Parent Adverse Recommendation Change”). Notwithstanding any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Parent Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior terms, the obligations of the Parties hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingParent of any Takeover Proposal (whether or not a Superior Proposal). (d) Starwood The Company and Marriott shall Parent will use their respective reasonable best efforts to hold the Starwood Company Stockholders Meeting and the Marriott Parent Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this AgreementAgreement (but in accordance with Section 6.1(a) of the UTC Disclosure Letter), Starwood (i) Raytheon and Marriott UTC shall prepare, and Marriott shall file with the SEC, prepare the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus, and UTC shall file the Form S-4 with the SEC, and (ii) UTC shall cause each of Carrier SpinCo and Xxxx SpinCo to prepare and file with or submit to the SEC, a registration statement on Form 10 (which may be in draft form) for each of the Distributions (if the Distribution is effected in compliance with Staff Legal Bulletin No. 4 issued by the SEC) or on Form S-1 (if the conditions described in Staff Legal Bulletin No. 4 issued by the SEC are not expected to be satisfied or if UTC otherwise so determines in response to the request or requirement of the SEC), in each case to register under the Exchange Act or the Securities Act, as applicable, the common stock to be distributed in each of the Distributions (together with any amendments or supplements thereto, the “SpinCo Registration Statements”). Each of Starwood Raytheon and Marriott UTC shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Raytheon and Marriott UTC shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott UTC and Raytheon shall cooperate and provide Starwood the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood Raytheon and MarriottUTC, which approval shall not be unreasonably withheld, conditioned or delayed; provided that that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Raytheon Recommendation Change or a Marriott Adverse UTC Recommendation Change. Starwood Raytheon shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodRaytheon’s stockholders, and Marriott UTC shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottUTC’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Each party shall advise Starwood the other parties, promptly after it receives notice thereof, of the time when each of the Form S-4 and each SpinCo Registration Statement has become effective, of the time when any supplement or amendment to the Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop orderorder with respect to the Form S-4 or either SpinCo Registration Statement, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments on the Form S-4 or comments thereon the Joint Proxy Statement and responses thereto or requests by the SEC for additional informationinformation relating thereto. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodRaytheon, Marriott UTC or any of their respective affiliates, officers or directors, should be discovered by Starwood Raytheon or Marriott UTC that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, Statement so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawApplicable Law, disseminated to the stockholders of Starwood Raytheon and MarriottUTC. (b) Starwood Raytheon shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Raytheon Stockholders Meeting”) in accordance with the MGCL solely DGCL and the rules of the NYSE for the purpose of obtaining the Starwood Raytheon Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood Raytheon may only postpone or adjourn the Starwood Raytheon Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Raytheon Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood Raytheon has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood Raytheon prior to the Starwood Raytheon Stockholders Meeting. In ; provided that Raytheon shall postpone or adjourn the event that subsequent Raytheon Stockholders Meeting up to two (2) times for up to thirty (30) days each time upon the date reasonable request of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingUTC. (c) Marriott UTC shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott UTC Stockholders Meeting”) in accordance with the DGCL solely and the rules of the NYSE for the purpose of obtaining the Marriott UTC Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco MergerUTC Share Issuance. Marriott UTC may only postpone or adjourn the Marriott UTC Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott UTC Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott UTC has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott UTC prior to the Marriott UTC Stockholders Meeting. In ; provided, that UTC shall postpone or adjourn the event that subsequent UTC Stockholders Meeting up to two (2) times for up to thirty (30) days each time upon the date reasonable request of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingRaytheon. (d) Starwood Raytheon and Marriott UTC shall use reasonable best efforts to hold the Starwood Raytheon Stockholders Meeting and the Marriott UTC Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) The only matters to be voted upon at each of the Raytheon Stockholders Meeting and the UTC Stockholders Meeting are (i) the Merger, in the case of the Raytheon Stockholders Meeting, and the UTC Share Issuance, in the case of the UTC Stockholders Meeting, (ii) any adjournment or postponement of the Raytheon Stockholders Meeting or the UTC Stockholders Meeting, as applicable, and (iii) any other matters that are required by Applicable Law.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Continental and Marriott United shall preparejointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Marriott Continental and United shall file jointly prepare and cause to be filed with the SEC, SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each , and each of Starwood Continental and Marriott United shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of United and Marriott shallContinental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of United and Continental (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any amendment stop order relating thereto or supplement the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Form S-4 Continental Stock Plans as may be reasonably requested in connection with any such action. (b) If, prior to filing such the Effective Time, any event occurs with the SECrespect to Continental or any Continental Subsidiary, and or any change occurs with a copy of all such filings made with the SEC. Notwithstanding any respect to other provision herein to the contrary, no amendment or supplement (including information supplied by incorporation by reference) to Continental for inclusion in the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood and MarriottS-4, which approval is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Continental shall not be unreasonably withheldpromptly notify United of such event, conditioned and Continental and United shall cooperate in the prompt filing with the SEC of any necessary amendment or delayed; provided that supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Continental’s stockholders and United’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a) . (c) If prior to the Effective Time, any event occurs with respect to documents filed United or any United Subsidiary, or any change occurs with respect to other information supplied by United for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a party that are incorporated by reference supplement to, the Joint Proxy Statement or the Form S-4, United shall promptly notify Continental of such event, and United and Continental shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or Joint Proxy Statementsupplement to Continental’s stockholders and United’s stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a) . (d) Continental shall, as soon as practicable following the date of this right of approval shall apply only with respect to information relating to Agreement, duly call, give notice of, convene and hold the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation ChangeContinental Stockholders Meeting. Starwood Continental shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodContinental’s stockholdersstockholders and to hold the Continental Stockholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Continental Stockholder Approval. Continental shall, through the Continental Board, recommend to its stockholders that they give the Continental Stockholder Approval and Marriott shall include such recommendation in the Joint Proxy Statement, except to the extent that the Continental Board shall have made a Continental Adverse Recommendation Change as permitted by Section 5.5(g) . Continental agrees that its obligations pursuant to this Section 6.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Continental of any Continental Acquisition Proposal or by the making of any Continental Adverse Recommendation Change by the Continental Board except to the extent (and only to the extent) expressly stated herein to the contrary. (e) United shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the United Stockholders Meeting. United shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottUnited’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, United Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood United Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approvals. United shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsUnited Board, recommend to its stockholders that they give the approval of United Stockholder Approvals and shall include such recommendation in the Starwood Merger and Joint Proxy Statement, except to the Initial Holdco Mergerextent that the United Board shall have made a United Adverse Recommendation Change as permitted by Section 5.5(g) . Starwood may only postpone United agrees that its obligations pursuant to this Section 6.1 shall not be affected by the commencement, public proposal, public disclosure or adjourn the Starwood Stockholders Meeting (i) communication to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing United of any supplemental United Acquisition Proposal or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders the making of Starwood prior any United Adverse Recommendation Change by the United Board except to the Starwood Stockholders Meeting. In the event that subsequent extent (and only to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement extent) expressly stated herein to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingcontrary. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this AgreementOriginal Signing Date, Starwood MWV and Marriott RockTenn shall prepare, and Marriott RockTenn shall cause TopCo to file with the SEC, the Joint Proxy Statement, and RockTenn shall prepare and cause TopCo to file with the SEC the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus. Each of Starwood MWV, RockTenn and Marriott TopCo shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood MWV, RockTenn and Marriott TopCo shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott TopCo shall, and RockTenn shall cause TopCo to, provide Starwood MWV with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood MWV and MarriottRockTenn, which approval shall not be unreasonably withheld, conditioned withheld or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change MWV Subsequent Determination or a Marriott Adverse Recommendation ChangeRockTenn Subsequent Determination. Starwood MWV shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodMWV’s stockholders, and Marriott RockTenn shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottRockTenn’s stockholdersshareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott TopCo shall, and RockTenn shall cause TopCo to, advise Starwood MWV promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodMWV, Marriott RockTenn, TopCo, or any of their respective affiliates, officers or directors, should be discovered by Starwood MWV, RockTenn or Marriott TopCo that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood MWV and MarriottRockTenn. (b) Starwood MWV shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood MWV Stockholders Meeting”) in accordance with the MGCL solely DGCL for the purpose of obtaining the Starwood MWV Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood MWV may only postpone or adjourn the Starwood Stockholders MWV Stockholder’s Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood MWV Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood MWV has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood MWV prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood MWV Stockholders Meeting. (c) Marriott RockTenn shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders shareholders (the “Marriott Stockholders RockTenn Shareholders Meeting”) in accordance with the DGCL solely GBCC for the purpose of obtaining the Marriott Stockholder RockTenn Shareholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders shareholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Mergerthis Agreement. Marriott RockTenn may only postpone or adjourn the Marriott Stockholders RockTenn Shareholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder RockTenn Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott RockTenn has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders shareholders of Marriott RockTenn prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders RockTenn Shareholders Meeting. (d) Starwood MWV and Marriott RockTenn shall use reasonable best efforts to hold the Starwood MWV Stockholders Meeting and the Marriott Stockholders RockTenn Shareholders Meeting on the same date and as soon as reasonably practicable after the date of this AgreementOriginal Signing Date.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Starwood the Company and Marriott Parent shall prepare, prepare and Marriott shall file with the SEC, SEC a joint proxy statement (the “Joint Proxy Statement”) in preliminary form and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of Starwood the Company and Marriott Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and Marriott shall, under the Company Stock Plan and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plan as may be reasonably requested in connection with any such action. The parties shall notify each other promptly as practicable after of the receipt thereof, provide the other party copies of any written comments from the SEC or its staff and advise the other party of any oral comments, with respect to request by the Form S-4 SEC or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment its staff for amendments or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall be made without supply each other with copies of all correspondence between such or any of its representatives, on the approval of both Starwood one hand, and Marriottthe SEC or its staff, which approval shall not be unreasonably withheldon the other hand, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Joint Proxy Statement, the Form S-4 or Joint Proxy Statementthe Merger. (b) If, this right at any time prior to the receipt of approval shall apply only the Company Stockholder Approval or the Parent Stockholder Approval, any event occurs with respect to information relating to the other party Company or its business, financial condition or results of operationsany Company Subsidiary, or the combined entity; and provided further, that this approval right shall not apply any change occurs with respect to other information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request supplied by the SEC Company for amendment of inclusion in the Joint Proxy Statement or the Form S-4 S-4, which is required to be described in an amendment of, or comments thereon a supplement to, the Joint Proxy Statement or the Form S-4, the Company shall promptly notify Parent of such event, and responses thereto or requests by the Company and Parent shall cooperate in the prompt filing with the SEC for additional information. If of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If, at any time prior to the Initial Holdco Merger Effective Time receipt of the Company Stockholder Approval or the Parent Stockholder Approval, any information relating event occurs with respect to Starwood, Marriott Parent or any of their respective affiliatesParent Subsidiary, officers or directorschange occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement or the Form S-4, should which is required to be discovered by Starwood or Marriott that should be set forth described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to any of the Joint Proxy Statement and the Form S-4 or the Joint Proxy Statementand, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinas required by Law, in light of disseminating the circumstances under which they were made, not misleading, the party which discovers information contained in such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and MarriottCompany’s stockholders. (bd) Starwood The Company shall, as promptly soon as practicable after following the Form S-4 is declared effective under the Securities Actdate of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Company Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining seeking the Starwood Company Stockholder Approval and, if applicable, any approvals related thereto including Approval. The Company shall use its reasonable efforts to cause the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject Joint Proxy Statement to be mailed to the provisions of Section 4.2(b), through its Board of Directors, recommend to its Company’s stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by the last sentence of Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal; it being understood and agreed among Parent, Sub and the Company that in the event that, prior to the date of the Company Stockholders Meeting, the Company withdraws or modifies its approval or recommendation of the Merger and this Agreement in accordance with the last sentence of Section 5.02(b), then for purposes of the first sentence of this Section 6.01(d), the term “Company Stockholder Approval” shall mean both (i) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock and (ii) the approval of this Agreement by a majority of the voting power of the holders of the outstanding Company Common Stock present and duly voted (in person or by proxy) at the Company Stockholders Meeting, exclusive of those votes taken in respect of the shares of Company Common Stock held by Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxx and Xxxxxxxx Xxxx.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this Agreement, Starwood Live Nation and Marriott Ticketmaster shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the stockholders of each of Live Nation and Ticketmaster relating to the Live Nation Stockholders Meeting and the Ticketmaster Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Live Nation shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Live Nation and Ticketmaster shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Starwood Each of Ticketmaster and Marriott shallLive Nation shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Ticketmaster and Live Nation shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Ticketmaster and Live Nation shall use its reasonable best efforts to respond as promptly as reasonably practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Ticketmaster and Live Nation (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Ticketmaster and Live Nation shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Ticketmaster and Live Nation shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Ticketmaster and Live Nation shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Live Nation or any Live Nation Subsidiary, or any change occurs with respect to other information supplied by Live Nation for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Live Nation shall promptly notify Ticketmaster of such event, and Live Nation and Ticketmaster shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to each of Live Nation’s and Ticketmaster’s stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) If prior to the Effective Time, any event occurs with respect to Ticketmaster or any Ticketmaster Subsidiary, or any change occurs with respect to other information supplied by Ticketmaster for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Ticketmaster shall promptly notify Live Nation of such event, and Ticketmaster and Live Nation shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to each of Live Nation’s and Ticketmaster’s stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a). (d) Live Nation shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Live Nation Stockholders Meeting for the purposes of seeking the Live Nation Stockholder Approval and any proposal to amend the Live Nation Stock Plan to increase the number of authorized shares of Live Nation Common Stock available for issuance thereunder. Live Nation shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodLive Nation’s stockholders, stockholders and Marriott shall use reasonable best efforts to cause hold the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case Live Nation Stockholders Meeting as promptly soon as reasonably practicable after the Form S-4 is declared effective under the Securities ActAct and (ii) subject to Section 5.2(c), solicit the Live Nation Stockholder Approval. Marriott Live Nation shall, through the Live Nation Board, recommend to its stockholders that they give the Live Nation Stockholder Approval and shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth include such recommendation in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, except to the extent required that the Live Nation Board shall have made a Live Nation Adverse Recommendation Change as permitted by law, disseminated to Section 5.2(c). Notwithstanding the stockholders foregoing provisions of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval andthis Section 6.1(d), if applicable, any approvals related thereto including on a date for which the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Live Nation Stockholders Meeting (i) is scheduled, Live Nation has not received proxies representing a sufficient number of shares of Live Nation Common Stock to obtain the Live Nation Stockholder Approval, whether or not a quorum is present, Live Nation shall use reasonable best efforts to solicit additional proxies for the purpose of obtaining the Starwood Live Nation Stockholder ApprovalApproval and, in connection therewith, shall make one or more successive adjournments of the Live Nation Stockholders Meeting; provided that the Live Nation Stockholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the Live Nation Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Live Nation agrees that its obligations pursuant to this Section 6.1 shall not be affected by the absence commencement, public proposal, public disclosure or communication to Live Nation of any Live Nation Acquisition Proposal or by the making of any Live Nation Adverse Recommendation Change by the Live Nation Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel Live Nation Adverse Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood less than 10 Business Days prior to the Starwood Live Nation Stockholders Meeting. In , Live Nation shall be entitled to postpone the event that subsequent Live Nation Stockholders Meeting to a date not less than 10 Business Days after such event. (e) Ticketmaster shall, as soon as reasonably practicable following the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Changeduly call, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Ticketmaster Stockholders Meeting”) in accordance with the DGCL solely Meeting for the purpose of obtaining seeking the Marriott Ticketmaster Stockholder Approval and, if applicable, any approvals related thereto including Ticketmaster shall use its reasonable best efforts to (i) cause the advisory vote required by Rule 14a-21(c) Joint Proxy Statement to be mailed to Ticketmaster’s stockholders and to hold the Ticketmaster Stockholders Meeting as soon as practicable after the Form S-4 becomes effective under the Exchange Securities Act in connection therewithand (ii) subject to Section 5.3(c), and solicit the Ticketmaster Stockholder Approval. Ticketmaster shall, subject to through the provisions of Section 4.3(b), through its Board of DirectorsTicketmaster Board, recommend to its stockholders that they give the approval Ticketmaster Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Ticketmaster Board shall have made a Ticketmaster Adverse Recommendation Change as permitted by Section 5.3(c). Notwithstanding the foregoing provisions of this Section 6.1(e), if on a date for which the issuance Ticketmaster Stockholders Meeting is scheduled, Ticketmaster has not received proxies representing a sufficient number of shares of Marriott Ticketmaster Common Stock in and Ticketmaster Series A Preferred Stock to obtain the Initial Holdco Merger. Marriott may only postpone Ticketmaster Stockholder Approval, whether or adjourn the Marriott Stockholders Meeting (i) not a quorum is present, Ticketmaster shall use reasonable best efforts to solicit additional proxies for the purpose of obtaining the Marriott Ticketmaster Stockholder ApprovalApproval and, in connection therewith, shall make one or more successive adjournments of the Ticketmaster Stockholders Meeting; provided that the Ticketmaster Stockholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the Ticketmaster Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Ticketmaster agrees that its obligations pursuant to this Section 6.1 shall not be affected by the absence commencement, public proposal, public disclosure or communication to Ticketmaster of any Ticketmaster Acquisition Proposal or by the making of any Ticketmaster Adverse Recommendation Change by the Ticketmaster Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel Ticketmaster Adverse Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott less than 10 Business Days prior to the Marriott Ticketmaster Stockholders Meeting. In , Ticketmaster shall be entitled to postpone the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Ticketmaster Stockholders Meeting and the Marriott Stockholders Meeting on the same to a date and as soon as reasonably practicable not less than 10 Business Days after the date of this Agreementsuch event.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Stanley and Marriott Black & Decker shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the shareholders of Stanley and the stockholders of Black & Decker relating to the Stanley Shareholders Meeting and the Black & Decker Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Stanley and Black & Decker shall jointly prepare and Stanley shall cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Stanley and Black & Decker shall use their respective commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of Black & Decker and Marriott shallStanley shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Stanley shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Stanley Common Stock in the Merger and under the Black & Decker Stock Plans, and each of Stanley and Black & Decker shall furnish all information concerning itself, its Affiliates and the holders of Stanley Capital Stock (and rights to acquire Stanley Capital Stock pursuant to Black & Decker Stock Plans or Stanley Stock Plans, as applicable) as may be reasonably requested in connection therewith. Each of Black & Decker and Stanley shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Black & Decker and Stanley shall use its commercially reasonable efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Black & Decker and Stanley (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that . Each of Black & Decker and Stanley shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of Black & Decker and Stanley shall use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Black & Decker and Stanley shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to documents filed Stanley or any Stanley Subsidiary, or any change occurs with respect to other information supplied by Stanley for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a party that are incorporated by reference supplement to, the Joint Proxy Statement or the Form S-4, Stanley shall promptly notify Black & Decker of such event, and Stanley and Black & Decker shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or Joint Proxy Statementsupplement to Stanley’s shareholders and Black & Decker’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, this right of approval shall apply only any event occurs with respect to information relating to the other party Black & Decker or its business, financial condition or results of operationsany Black & Decker Subsidiary, or the combined entity; and provided further, that this approval right shall not apply any change occurs with respect to other information relating supplied by Black & Decker for inclusion in the Joint Proxy Statement or the Form S-4, which is required to a Starwood Adverse Recommendation Change be described in an amendment of, or a Marriott Adverse Recommendation Changesupplement to, the Joint Proxy Statement or the Form S-4, Black & Decker shall promptly notify Stanley of such event, and Black & Decker and Stanley shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Stanley’s shareholders and Black & Decker’s stockholders. Starwood Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) Stanley shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Stanley Shareholders Meeting for the sole purpose of seeking the Stanley Shareholder Approval and the Stanley Articles Amendment Approval. Stanley shall use its commercially reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodStanley’s stockholdersshareholders and to hold the Stanley Shareholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act and (ii) solicit the Stanley Shareholder Approval and Stanley Articles Amendment Approval. Stanley shall, through the Stanley Board, recommend to its shareholders that they give the Stanley Shareholder Approval and Marriott Stanley Articles Amendment Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Stanley Board shall have made a Stanley Adverse Recommendation Change as permitted by Section 5.02(b). Except as expressly contemplated by the foregoing sentence, Stanley agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Stanley of any Stanley Takeover Proposal or by the making of any Stanley Adverse Recommendation Change by the Stanley Board. (e) Black & Decker shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Black & Decker Stockholders Meeting for the sole purpose of seeking the Black & Decker Stockholder Approval. Black & Decker shall use its commercially reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottBlack & Decker’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, Black & Decker Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Black & Decker Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approval. Black & Decker shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsBlack & Decker Board, recommend to its stockholders that they give the approval of Black & Decker Stockholder Approval and shall include such recommendation in the Starwood Merger and Joint Proxy Statement, except to the Initial Holdco Mergerextent that the Black & Decker Board shall have made a Black & Decker Adverse Recommendation Change as permitted by Section 5.03(b). Starwood may only postpone Except as expressly contemplated by the foregoing sentence, Black & Decker agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or adjourn the Starwood Stockholders Meeting (i) communication to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing Black & Decker of any supplemental Black & Decker Takeover Proposal or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders the making of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood any Black & Decker Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to Change by the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingBlack & Decker Board. (cf) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene Stanley and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow Black & Decker shall each use their commercially reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Stanley Shareholders Meeting and the Marriott Black & Decker Stockholders Meeting on the same date and as soon as reasonably practicable after day at the date of this Agreementsame time.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Biovail and Marriott Valeant shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC and pursuant to Canadian Securities Laws a joint proxy statement to be sent to the stockholders of each of Biovail and Valeant relating to the Biovail Stockholders Meeting and the Valeant Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Biovail shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Biovail and Valeant shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of Valeant and Marriott shallBiovail shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Valeant and Biovail shall promptly notify the other upon the receipt of any comments from the SEC or the Canadian Securities Authorities or any request from the SEC or the Canadian Securities Authorities for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC or the Canadian Securities Authorities, on the other hand. Each of Valeant and Biovail shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise SEC or the other party of any oral comments, Canadian Securities Authorities with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC or the Canadian Securities Authorities with respect thereto, each of Valeant and Biovail (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC or the Canadian Securities Authorities prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Valeant and Biovail shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Valeant and Biovail shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Valeant and Biovail shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Biovail or any Biovail Subsidiary, or any change occurs with respect to other information supplied by Biovail for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Biovail shall promptly notify Valeant of such event, and Biovail and Valeant shall cooperate in the prompt filing with the SEC and the Canadian Securities Authorities of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Biovail’s stockholders and Valeant’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to Valeant or any Valeant Subsidiary, or any change occurs with respect to other information supplied by Valeant for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-0, Xxxxxxx shall promptly notify Biovail of such event, and Valeant and Biovail shall cooperate in the prompt filing with the SEC and the Canadian Securities Authorities of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to Biovail’s stockholders and Valeant’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) Biovail shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Biovail Stockholders Meeting for the sole purpose of seeking the Biovail Stockholder Approval. Biovail shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodBiovail’s stockholders, stockholders and Marriott shall use reasonable best efforts to cause hold the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case Biovail Stockholders Meeting as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act, in each case in accordance with applicable Law, the Biovail Charter and the Biovail Bylaws and (ii) solicit the Biovail Stockholder Approval. Biovail shall, through the Biovail Board, recommend to its stockholders that they give the Biovail Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Biovail Board shall have made a Biovail Adverse Recommendation Change as permitted by Section 5.02(b). Except as expressly contemplated by the foregoing sentence, Biovail agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Biovail of any Biovail Takeover Proposal, the occurrence of a Biovail Intervening Event or by the making of any Biovail Adverse Recommendation Change by the Biovail Board; provided, however, that if the public announcement of a Biovail Adverse Recommendation Change or the delivery of a Biovail Notice of Recommendation Change is less than ten Business Days prior to the Biovail Stockholders Meeting, Biovail shall be entitled to postpone the Biovail Stockholders Meeting to a date not more than ten Business Days after such event. (e) Valeant shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Valeant Stockholders Meeting”) in accordance with the MGCL solely Meeting for the sole purpose of obtaining seeking the Starwood Valeant Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject Approval. Valeant shall use its reasonable best efforts to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for cause the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely Joint Proxy Statement to be required under Applicable Law mailed to Valeant’s stockholders and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to hold the Starwood Valeant Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, Meeting as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in each case in accordance with applicable Law, the DGCL solely for Valeant Charter and the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewithValeant Bylaws, and (ii) solicit the Valeant Stockholder Approval. Valeant shall, subject to through the provisions of Section 4.3(b), through its Board of DirectorsValeant Board, recommend to its stockholders that they give the approval of the issuance of shares of Marriott Common Stock Valeant Stockholder Approval and shall include such recommendation in the Initial Holdco MergerJoint Proxy Statement, except to the extent that the Valeant Board shall have made a Valeant Adverse Recommendation Change as permitted by Section 5.03(b). Marriott may only postpone Except as expressly contemplated by the foregoing sentence, Valeant agrees that its obligations pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or adjourn communication to Valeant of any Valeant Takeover Proposal, the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence occurrence of a quorum and (iii) to allow reasonable additional time for Valeant Intervening Event or by the filing or mailing making of any supplemental Valeant Adverse Recommendation Change by the Valeant Board; provided, however, that if the public announcement of a Valeant Adverse Recommendation Change or amended disclosure that Marriott has determined after consultation with outside legal counsel the delivery of a Valeant Notice of Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott less than ten Business Days prior to the Marriott Valeant Stockholders Meeting. In , Valeant shall be entitled to postpone the event that subsequent Valeant Stockholders Meeting to the a date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meetingnot more than ten Business Days after such event. (df) Starwood Each of Valeant and Marriott Biovail shall use commercially reasonable best efforts to hold the Starwood Valeant Stockholders Meeting and the Marriott Biovail Stockholders Meeting Meeting, respectively, at the same time and on the same date as the other party. (g) Biovail shall take all action to ensure that all Biovail Common Stock constituting the Merger Consideration and as soon as reasonably practicable after all Biovail Common Stock issued upon the date conversion of this AgreementValeant Convertible Notes, the exercise of Valeant Warrants or Valeant Stock Options or the vesting of Valeant Restricted Stock Units, in each case, issued or distributed to Canadian residents, will be free from restriction on the first trade of such Biovail Common Stock by such resident.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this AgreementAgreement (but in accordance with Section 6.1(a) of the UTC Disclosure Letter), Starwood (i) Raytheon and Marriott UTC shall prepare, and Marriott shall file with the SEC, prepare the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus, and UTC shall file the Form S-4 with the SEC, and (ii) UTC shall cause each of Carrier SpinCo and Otis SpinCo to prepare and file with or submit to the SEC, a registration statement on Form 10 (which may be in draft form) for each of the Distributions (if the Distribution is effected in compliance with Staff Legal Bulletin No. 4 issued by the SEC) or on Form S-1 (if the conditions described in Staff Legal Bulletin No. 4 issued by the SEC are not expected to be satisfied or if UTC otherwise so determines in response to the request or requirement of the SEC), in each case to register under the Exchange Act or the Securities Act, as applicable, the common stock to be distributed in each of the Distributions (together with any amendments or supplements thereto, the “SpinCo Registration Statements”). Each of Starwood Raytheon and Marriott UTC shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Raytheon and Marriott UTC shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott UTC and Raytheon shall cooperate and provide Starwood the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood Raytheon and MarriottUTC, which approval shall not be unreasonably withheld, conditioned or delayed; provided that that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Raytheon Recommendation Change or a Marriott Adverse UTC Recommendation Change. Starwood Raytheon shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodRaytheon’s stockholders, and Marriott UTC shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottUTC’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Each party shall advise Starwood the other parties, promptly after it receives notice thereof, of the time when each of the Form S-4 and each SpinCo Registration Statement has become effective, of the time when any supplement or amendment to the Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop orderorder with respect to the Form S-4 or either SpinCo Registration Statement, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments on the Form S-4 or comments thereon the Joint Proxy Statement and responses thereto or requests by the SEC for additional informationinformation relating thereto. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodRaytheon, Marriott UTC or any of their respective affiliates, officers or directors, should be discovered by Starwood Raytheon or Marriott UTC that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, Statement so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawApplicable Law, disseminated to the stockholders of Starwood Raytheon and MarriottUTC. (b) Starwood Raytheon shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Raytheon Stockholders Meeting”) in accordance with the MGCL solely DGCL and the rules of the NYSE for the purpose of obtaining the Starwood Raytheon Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood Raytheon may only postpone or adjourn the Starwood Raytheon Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Raytheon Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood Raytheon has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood Raytheon prior to the Starwood Raytheon Stockholders Meeting. In ; provided that Raytheon shall postpone or adjourn the event that subsequent Raytheon Stockholders Meeting up to two (2) times for up to thirty (30) days each time upon the date reasonable request of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingUTC. (c) Marriott UTC shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott UTC Stockholders Meeting”) in accordance with the DGCL solely and the rules of the NYSE for the purpose of obtaining the Marriott UTC Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco MergerUTC Share Issuance. Marriott UTC may only postpone or adjourn the Marriott UTC Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott UTC Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott UTC has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott UTC prior to the Marriott UTC Stockholders Meeting. In ; provided, that UTC shall postpone or adjourn the event that subsequent UTC Stockholders Meeting up to two (2) times for up to thirty (30) days each time upon the date reasonable request of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingRaytheon. (d) Starwood Raytheon and Marriott UTC shall use reasonable best efforts to hold the Starwood Raytheon Stockholders Meeting and the Marriott UTC Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement. (e) The only matters to be voted upon at each of the Raytheon Stockholders Meeting and the UTC Stockholders Meeting are (i) the Merger, in the case of the Raytheon Stockholders Meeting, and the UTC Share Issuance, in the case of the UTC Stockholders Meeting, (ii) any adjournment or postponement of the Raytheon Stockholders Meeting or the UTC Stockholders Meeting, as applicable, and (iii) any other matters that are required by Applicable Law.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Stanley and Marriott Black & Decker shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the shareholders of Stanley and the stockholders of Black & Decker relating to the Stanley Shareholders Meeting and the Black & Decker Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Stanley and Black & Decker shall jointly prepare and Stanley shall cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Stanley and Black & Decker shall use their respective commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of Black & Decker and Marriott shallStanley shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Stanley shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Stanley Common Stock in the Merger and under the Black & Decker Stock Plans, and each of Stanley and Black & Decker shall furnish all information concerning itself, its Affiliates and the holders of Stanley Capital Stock (and rights to acquire Stanley Capital Stock pursuant to Black & Decker Stock Plans or Stanley Stock Plans, as applicable) as may be reasonably requested in connection therewith. Each of Black & Decker and Stanley shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Black & Decker and Stanley shall use its commercially reasonable efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Black & Decker and Stanley (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right . Each of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; Black & Decker and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Stanley shall advise Starwood the other, promptly after it receives receipt of notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or any request by the SEC for amendment suspension of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any qualification of the Form S-4 Merger Consideration for offering or the Joint Proxy Statementsale in any jurisdiction, and each of Black & Decker and Stanley shall use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Black & Decker and Stanley shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so that any of such documents would not include any misstatement of a material fact or omit qualified) required to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective taken under the Securities Act, duly give notice ofthe Exchange Act, convene any applicable foreign or state securities or “blue sky” laws and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) rules and regulations thereunder in accordance connection with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval issuance of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders MeetingMerger Consideration. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as reasonably practicable following the date of this Agreement, Starwood the Company and Marriott shall Parent will jointly prepare, and Marriott shall Parent will file with the SEC, the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood the Company and Marriott shall Parent will use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and keep the Form S-4 effective for so long as necessary to complete the Mergers. Starwood Each of the Company and Marriott shallParent will furnish to the other party all information concerning itself, its Affiliates and the holders of Shares and Parent Common Stock and provide such other assistance as may reasonably be required by such other party in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Company and Parent will, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood Each of the Company and Parent will use its commercially reasonable efforts to respond as promptly as practicable to any comments received from the SEC with a respect to the Joint Proxy Statement, and Parent will use its commercially reasonable opportunity efforts to review and comment on respond as promptly as practicable with respect to any amendment or supplement comments received from the SEC with respect to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SECS-4. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall will be made without the approval of both Starwood the Company and MarriottParent, which approval shall will not be unreasonably withheld, conditioned or delayed; provided provided, however, that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall will apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; , and provided further, that this approval right shall will not apply with respect to information relating to a Starwood Company Adverse Recommendation Change or a Marriott Parent Adverse Recommendation Change. Starwood shall Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing in definitive form the Joint Proxy Statement (or any amendment or supplement thereto), or responding to any comments received from the SEC with respect thereto, each of the Company and Parent will cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). The Company will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwoodthe Company’s stockholdersstockholders entitled to notice of and to vote at the Company Stockholders Meeting, and Marriott shall Parent will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottParent’s stockholdersstockholders entitled to notice of and to vote at the Parent Stockholders Meeting, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall Parent will advise Starwood the Company promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop orderorder relating thereto, the suspension of the qualification of the Parent Common Stock issuable in the First Merger for offering and sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Parent will use its commercially reasonable efforts to have any such stop-order or suspension lifted, reversed, vacated and terminated. Parent also will use commercially reasonable efforts to take all such other action reasonably required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Law and the rules and regulations thereunder in connection with the issuance of the Parent Common Stock in the First Merger, and the Company will furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with such actions. If at any time prior to the Initial Holdco Merger First Effective Time any information relating to Starwoodthe Company, Marriott Parent or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Starwood the Company or Marriott Parent that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, the party which discovers such information shall will promptly notify the other parties hereto hereto, and an appropriate the Company and Parent will cooperate, in good faith, in the prompt filing with the SEC of any necessary amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated prompt dissemination of such information contained in such amendment or supplement to the stockholders of Starwood the Company and MarriottParent, as applicable. (b) Starwood shallThe Company will, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, in accordance with applicable Law and the Company Charter and Company Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Company Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Company Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, therewith and shallwill, subject to the provisions of Section 4.2(b4.2(e), through its Board of Directorsthe Company Board, recommend to its stockholders the approval adoption of this Agreement in the Starwood Merger Joint Proxy Statement, and will solicit and use its commercially reasonable efforts to obtain the Initial Holdco MergerCompany Stockholder Approval. Starwood The Company may only postpone or adjourn the Starwood Company Stockholders Meeting (i) to solicit (and re-solicit) additional proxies for the purpose of obtaining the Starwood Company Stockholder Approval, (ii) for the absence of a quorum quorum, and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood the Company has determined after consultation with outside legal counsel determined, After Consultation, is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood the Company prior to the Starwood Company Stockholders Meeting. In the event that subsequent to the date The Company will permit Representatives of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives Parent to attend the Starwood Company Stockholders Meeting. (c) Marriott shallParent will, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, in accordance with applicable Law and the Parent Charter and Parent Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Marriott Parent Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Parent Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shallwill, subject to the provisions of Section 4.3(b4.3(e), through its Board of Directorsthe Parent Board, recommend to its stockholders in the Joint Proxy Statement the approval of the issuance of shares of Marriott Parent Common Stock in the Initial Holdco MergerFirst Merger and will solicit and use its commercially reasonable efforts to obtain Parent Stockholder Approval. Marriott Parent may only postpone or adjourn the Marriott Parent Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Parent Stockholder Approval, (ii) for the absence of a quorum quorum, and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott Parent has determined after consultation with outside legal counsel determined, After Consultation, is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott Parent prior to the Marriott Parent Stockholders Meeting. In Parent will permit Representatives of the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives Company to attend the Marriott Parent Stockholders Meeting. (d) Starwood The Company and Marriott shall Parent will use their respective commercially reasonable best efforts to hold the Starwood Company Stockholders Meeting and the Marriott Parent Stockholders Meeting at 10:00 a.m., Eastern Time, on the same date, which date and will be as soon as reasonably practicable after the date of this AgreementForm S-4 is declared effective under the Securities Act.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Continental and Marriott United shall preparejointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Marriott Continental and United shall file jointly prepare and cause to be filed with the SEC, SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each , and each of Starwood Continental and Marriott United shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of United and Marriott shallContinental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of United and Continental (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval other. Each of both Starwood United and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Continental shall advise Starwood the other, promptly after it receives receipt of notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop order, order relating thereto or any request by the SEC for amendment suspension of the Joint Proxy Statement qualification of United Common Stock constituting Merger Consideration for offering or the Form S-4 sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or comments thereon and responses thereto suspension lifted, reversed or requests by the SEC for additional informationotherwise terminated. If at United shall also take any time prior other action (other than qualifying to the Initial Holdco Merger Effective Time do business in any information relating jurisdiction in which it is not now so qualified) required to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective taken under the Securities Act, duly give notice ofthe Exchange Act, convene any applicable foreign or state securities or “Blue Sky” laws and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) rules and regulations thereunder in accordance connection with the MGCL solely for Merger, the purpose issuance of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including Merger Consideration and the advisory vote required by Rule 14a-21(c) issuance of United Common Stock under the Exchange Act in connection therewith, Continental Stock Plans. Continental shall furnish all information concerning Continental and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood the Continental Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior and rights to acquire Continental Common Stock pursuant to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, Continental Stock Plans as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act may be reasonably requested in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of with any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meetingaction. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this Agreement, Starwood Live Nation and Marriott Ticketmaster shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the stockholders of each of Live Nation and Ticketmaster relating to the Live Nation Stockholders Meeting and the Ticketmaster Stockholders Meeting (together with any amendments or supplements thereto, the "Joint Proxy Statement") and Live Nation shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Live Nation and Ticketmaster shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Starwood Each of Ticketmaster and Marriott shallLive Nation shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Ticketmaster and Live Nation shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Ticketmaster and Live Nation shall use its reasonable best efforts to respond as promptly as reasonably practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Ticketmaster and Live Nation (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Ticketmaster and Live Nation shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Ticketmaster and Live Nation shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Ticketmaster and Live Nation shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Live Nation or any Live Nation Subsidiary, or any change occurs with respect to other information supplied by Live Nation for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Live Nation shall promptly notify Ticketmaster of such event, and Live Nation and Ticketmaster shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to each of Live Nation's and Ticketmaster's stockholders. Nothing in this Section 6.1(b) shall limit the obligations of any party under Section 6.1(a). (c) If prior to the Effective Time, any event occurs with respect to Ticketmaster or any Ticketmaster Subsidiary, or any change occurs with respect to other information supplied by Ticketmaster for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Ticketmaster shall promptly notify Live Nation of such event, and Ticketmaster and Live Nation shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to each of Live Nation's and Ticketmaster's stockholders. Nothing in this Section 6.1(c) shall limit the obligations of any party under Section 6.1(a). (d) Live Nation shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Live Nation Stockholders Meeting for the purposes of seeking the Live Nation Stockholder Approval and any proposal to amend the Live Nation Stock Plan to increase the number of authorized shares of Live Nation Common Stock available for issuance thereunder. Live Nation shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, Live Nation's stockholders and Marriott shall use reasonable best efforts to cause hold the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case Live Nation Stockholders Meeting as promptly soon as reasonably practicable after the Form S-4 is declared effective under the Securities ActAct and (ii) subject to Section 5.2(c), solicit the Live Nation Stockholder Approval. Marriott Live Nation shall, through the Live Nation Board, recommend to its stockholders that they give the Live Nation Stockholder Approval and shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth include such recommendation in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, except to the extent required that the Live Nation Board shall have made a Live Nation Adverse Recommendation Change as permitted by law, disseminated to Section 5.2(c). Notwithstanding the stockholders foregoing provisions of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval andthis Section 6.1(d), if applicable, any approvals related thereto including on a date for which the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Live Nation Stockholders Meeting (i) is scheduled, Live Nation has not received proxies representing a sufficient number of shares of Live Nation Common Stock to obtain the Live Nation Stockholder Approval, whether or not a quorum is present, Live Nation shall use reasonable best efforts to solicit additional proxies for the purpose of obtaining the Starwood Live Nation Stockholder ApprovalApproval and, in connection therewith, shall make one or more successive adjournments of the Live Nation Stockholders Meeting; provided that the Live Nation Stockholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the Live Nation Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Live Nation agrees that its obligations pursuant to this Section 6.1 shall not be affected by the absence commencement, public proposal, public disclosure or communication to Live Nation of any Live Nation Acquisition Proposal or by the making of any Live Nation Adverse Recommendation Change by the Live Nation Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel Live Nation Adverse Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood less than 10 Business Days prior to the Starwood Live Nation Stockholders Meeting. In , Live Nation shall be entitled to postpone the event that subsequent Live Nation Stockholders Meeting to a date not less than 10 Business Days after such event. (e) Ticketmaster shall, as soon as reasonably practicable following the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Changeduly call, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Ticketmaster Stockholders Meeting”) in accordance with the DGCL solely Meeting for the purpose of obtaining seeking the Marriott Ticketmaster Stockholder Approval and, if applicable, any approvals related thereto including Ticketmaster shall use its reasonable best efforts to (i) cause the advisory vote required by Rule 14a-21(c) Joint Proxy Statement to be mailed to Ticketmaster's stockholders and to hold the Ticketmaster Stockholders Meeting as soon as practicable after the Form S-4 becomes effective under the Exchange Securities Act in connection therewithand (ii) subject to Section 5.3(c), and solicit the Ticketmaster Stockholder Approval. Ticketmaster shall, subject to through the provisions of Section 4.3(b), through its Board of DirectorsTicketmaster Board, recommend to its stockholders that they give the approval Ticketmaster Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Ticketmaster Board shall have made a Ticketmaster Adverse Recommendation Change as permitted by Section 5.3(c). Notwithstanding the foregoing provisions of this Section 6.1(e), if on a date for which the issuance Ticketmaster Stockholders Meeting is scheduled, Ticketmaster has not received proxies representing a sufficient number of shares of Marriott Ticketmaster Common Stock in and Ticketmaster Series A Preferred Stock to obtain the Initial Holdco Merger. Marriott may only postpone Ticketmaster Stockholder Approval, whether or adjourn the Marriott Stockholders Meeting (i) not a quorum is present, Ticketmaster shall use reasonable best efforts to solicit additional proxies for the purpose of obtaining the Marriott Ticketmaster Stockholder ApprovalApproval and, in connection therewith, shall make one or more successive adjournments of the Ticketmaster Stockholders Meeting; provided that the Ticketmaster Stockholders Meeting shall not be adjourned to a date that is more than 30 days after the date for which the Ticketmaster Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Ticketmaster agrees that its obligations pursuant to this Section 6.1 shall not be affected by the absence commencement, public proposal, public disclosure or communication to Ticketmaster of any Ticketmaster Acquisition Proposal or by the making of any Ticketmaster Adverse Recommendation Change by the Ticketmaster Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel Ticketmaster Adverse Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott less than 10 Business Days prior to the Marriott Ticketmaster Stockholders Meeting. In , Ticketmaster shall be entitled to postpone the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Ticketmaster Stockholders Meeting and the Marriott Stockholders Meeting on the same to a date and as soon as reasonably practicable not less than 10 Business Days after the date of this Agreementsuch event.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this Agreement, Starwood CenturyLink and Marriott Qwest shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the shareholders of CenturyLink and the stockholders of Qwest relating to the CenturyLink Shareholders Meeting and the Qwest Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and CenturyLink shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott CenturyLink and Qwest shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Starwood Each of Qwest and Marriott shallCenturyLink shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Qwest and CenturyLink shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Qwest and CenturyLink shall use its reasonable best efforts to respond as promptly as reasonably practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Qwest and CenturyLink (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Qwest and CenturyLink shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Qwest and CenturyLink shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Qwest and CenturyLink shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to CenturyLink or any CenturyLink Subsidiary, or any change occurs with respect to other information supplied by CenturyLink for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, CenturyLink shall promptly notify Qwest of such event, and CenturyLink and Qwest shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CenturyLink’s shareholders and Qwest’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to Qwest or any Qwest Subsidiary, or any change occurs with respect to other information supplied by Qwest for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-0, Xxxxx shall promptly notify CenturyLink of such event, and Qwest and CenturyLink shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CenturyLink’s shareholders and Qwest’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) CenturyLink shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the CenturyLink Shareholders Meeting for the sole purpose of seeking the CenturyLink Shareholder Approval. CenturyLink shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodCenturyLink’s stockholdersshareholders and to hold the CenturyLink Shareholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) subject to Section 5.02(b) and Section 5.02(d), solicit the CenturyLink Shareholder Approval. CenturyLink shall, through the CenturyLink Board, recommend to its shareholders that they give the CenturyLink Shareholder Approval and Marriott shall include such recommendation in the Joint Proxy Statement, except to the extent that the CenturyLink Board shall have made a CenturyLink Adverse Recommendation Change as permitted by Section 5.02(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the CenturyLink Shareholders Meeting is scheduled, CenturyLink has not received proxies representing a sufficient number of shares of CenturyLink Common Stock to obtain the CenturyLink Shareholder Approval, whether or not a quorum is present, CenturyLink shall have the right to make one or more successive postponements or adjournments of the CenturyLink Shareholders Meeting, provided that the CenturyLink Shareholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the CenturyLink Shareholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). CenturyLink agrees that its obligations to hold the CenturyLink Shareholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to CenturyLink of any CenturyLink Takeover Proposal, by the making of any CenturyLink Adverse Recommendation Change by the CenturyLink Board; provided, however, that if the public announcement of a CenturyLink Adverse Recommendation Change or the delivery of a CenturyLink Notice of Recommendation Change is less than 10 Business Days prior to the CenturyLink Shareholders Meeting, CenturyLink shall be entitled to postpone the CenturyLink Shareholders Meeting to a date not more than 10 Business Days after such event. (e) Qwest shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Qwest Stockholders Meeting for the sole purpose of seeking the Qwest Stockholder Approval. Qwest shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottQwest’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, Qwest Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) subject to Section 5.03(b) and Section 5.03(d), solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Qwest Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approval. Qwest shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsQwest Board, recommend to its stockholders that they give the approval Qwest Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Qwest Board shall have made a Qwest Adverse Recommendation Change as permitted by Section 5.03(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Qwest Stockholders Meeting (i) is scheduled, Qwest has not received proxies representing a sufficient number of shares of Qwest Common Stock to solicit additional proxies for obtain the purpose of obtaining the Starwood Qwest Stockholder Approval, whether or not a quorum is present, Qwest shall have the right to make one or more successive postponements or adjournments of the Qwest Stockholders Meeting, provided that the Qwest Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Qwest Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Qwest agrees that its obligations to hold the absence Qwest Stockholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Qwest of any Qwest Takeover Proposal or by the making of any Qwest Adverse Recommendation Change by the Qwest Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for Qwest Adverse Recommendation Change or the filing or mailing delivery of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel a Qwest Notice of Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood less than 10 Business Days prior to the Starwood Stockholders Qwest Shareholders Meeting. In , Qwest shall be entitled to postpone the event that subsequent Qwest Shareholders Meeting to the a date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingnot more than 10 Business Days after such event. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following the date of this Agreement, Starwood Biovail and Marriott Valeant shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC and pursuant to Canadian Securities Laws a joint proxy statement to be sent to the stockholders of each of Biovail and Valeant relating to the Biovail Stockholders Meeting and the Valeant Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and Biovail shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott Biovail and Valeant shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Each of Valeant and Marriott shallBiovail shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Valeant and Biovail shall promptly notify the other upon the receipt of any comments from the SEC or the Canadian Securities Authorities or any request from the SEC or the Canadian Securities Authorities for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC or the Canadian Securities Authorities, on the other hand. Each of Valeant and Biovail shall use its reasonable best efforts to respond as promptly as practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise SEC or the other party of any oral comments, Canadian Securities Authorities with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC or the Canadian Securities Authorities with respect thereto, each of Valeant and Biovail (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC or the Canadian Securities Authorities prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right . Each of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; Valeant and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Biovail shall advise Starwood the other, promptly after it receives receipt of notice thereof, of the time when of effectiveness of the Form S-4 has become effective or any supplement or amendment has been filedS-4, the issuance of any stop orderorder relating thereto or the suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and each of Valeant and Biovail shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Valeant and Biovail shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Biovail or any Biovail Subsidiary, or any request change occurs with respect to other information supplied by Biovail for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, Biovail shall promptly notify Valeant of such event, and Biovail and Valeant shall cooperate in the prompt filing with the SEC for and the Canadian Securities Authorities of any necessary amendment of or supplement to the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests and, as required by Law, in disseminating the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth contained in an such amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto Biovail’s stockholders and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.Valeant’s

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, Starwood (i) Aristotle and Marriott Plato shall preparejointly prepare and Aristotle and Plato, and Marriott as applicable, shall file with the SEC, SEC the Joint Proxy Statement to be sent to the stockholders of Aristotle relating to the Aristotle Stockholder’s Meeting and to the stockholders of Plato relating to the Plato Stockholder’s Meeting and (ii) Parent and Aristotle shall prepare (with Plato’s reasonable cooperation) and file with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in (A) the Plato Merger and (B) the Aristotle Merger. Each of Starwood Aristotle and Marriott Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Aristotle and Parent shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock. Starwood Plato shall furnish all information as may be reasonably requested by Aristotle and Marriott shallPlato in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval have become effective, each of both Starwood Aristotle and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Plato shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to will be mailed to Marriott’s stockholdersmade by Parent, Aristotle or Plato, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other party with a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Plato Effective Time any information relating to StarwoodParent, Marriott Aristotle or Plato, or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood Aristotle, Parent or Marriott that Plato which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Aristotle and MarriottPlato. Each party shall notify the other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. (b) Starwood Plato shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Starwood Plato Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining seeking the Starwood Plato Stockholder Approval andApproval. If the Plato Board has not made a Plato Adverse Recommendation Change, if applicablePlato shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Plato Board, make the Exchange Act Plato Recommendation, include such Plato Recommendation in connection therewiththe Joint Proxy Statement, and shall, subject use its reasonable best efforts to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional from its stockholders proxies for in favor of the purpose adoption of obtaining this Agreement and the Starwood Stockholder ApprovalTransactions, including the Plato Merger and (ii) for take all other action necessary or advisable to secure the absence Plato Stockholder Approval. Except as expressly permitted in Sections 5.4(b) and 5.4(d), neither the Plato Board nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to withhold, withdraw or modify or qualify, in a manner adverse to Aristotle, the approval, determination of a quorum and (iii) to allow reasonable additional time for the filing advisability, or mailing recommendation by such Board of any supplemental Directors or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date committee of this Agreement, the Mergers, and the other Transactions contemplated hereby, (ii) make any other public statement in connection with the Plato Stockholders Meeting by or on behalf of such Board of Directors of Starwood makes that would reasonably be expected to have the same effect or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to as a Starwood “Plato Adverse Recommendation Change”). Notwithstanding any Plato Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior to terms, the Starwood Stockholders Meeting. Starwood obligations of the parties hereunder shall permit Marriott continue in full force and its Representatives to attend the Starwood Stockholders Meetingeffect. (c) Marriott Aristotle shall, as promptly soon as practicable after following effectiveness of the Form S-4 is declared effective under the Securities ActS-4, duly call, give notice of, convene and hold a meeting of its stockholders (the “Marriott Aristotle Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining seeking the Marriott Aristotle Stockholder Approval andApproval. If the Aristotle Board has not made an Aristotle Adverse Recommendation Change, if applicableAristotle shall, any approvals related thereto including through the advisory vote required by Rule 14a-21(c) under Aristotle Board, make the Exchange Act Aristotle Recommendation, include such Aristotle Recommendation in connection therewiththe Joint Proxy Statement, and shall, subject use its reasonable best efforts to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional from its stockholders proxies for in favor of the purpose adoption of obtaining this Agreement and the Marriott Stockholder ApprovalTransactions, including the Aristotle Merger and (ii) for take all other action necessary or advisable to secure the absence Aristotle Stockholder Approval. Except as expressly permitted in Sections 5.4(b) and 5.4(d), neither the Aristotle Board nor any committee thereof shall (i) withhold, withdraw or modify or qualify, or propose publicly to withhold, withdraw or modify or qualify, in a manner adverse to Plato, the approval, determination of a quorum and (iii) to allow reasonable additional time for the filing advisability, or mailing recommendation by such Board of any supplemental Directors or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date committee of this Agreement, the Mergers, and the other Transactions contemplated hereby, (ii) make any other public statement in connection with the Aristotle Stockholders Meeting by or on behalf of such Board of Directors of Marriott makes that would reasonably be expected to have the same effect or (iii) approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal ((i), (ii) and (iii) being referred to as a Marriott “Aristotle Adverse Recommendation Change”). Notwithstanding any Aristotle Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been is terminated in accordance with its terms prior to terms, the Marriott Stockholders Meeting. Marriott obligations of the parties hereunder shall permit Starwood continue in full force and its Representatives to attend the Marriott Stockholders Meetingeffect. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, Starwood (i) Parent and Marriott the Company shall prepare, jointly prepare and Marriott shall file with the SECSEC the joint proxy statement (as amended or supplemented from time to time, the “Joint Proxy Statement”) to be sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider the Parent Share Issuance and to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger and the shares of Parent Common Stock into which the Parent Convertible Preferred Stock will be convertible. Each of Starwood Parent and Marriott the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable state securities Laws in connection with the Parent Share Issuance, the issuance of the Parent Convertible Preferred Stock and the issuance of the Parent Common Stock upon the conversion of the Parent Convertible Preferred Stock. Starwood Each of Parent and Marriott shallthe Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without have become effective, each of Parent and the approval of both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to be mailed to Marriott’s stockholderswill made by Parent or the Company, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other party a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwoodthe Company or Parent, Marriott or any of their respective affiliatesAffiliates, officers directors or directorsofficers, should be discovered by Starwood the Company or Marriott that Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Parent and Marriottthe Company. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock or Parent Convertible Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. (b) Starwood shallThe Company shall duly take all lawful action to call, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold the Company Stockholders’ Meeting on a meeting date as soon as reasonably practicable following the effectiveness of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL Form S-4 solely for the purpose of obtaining the Starwood Company Stockholder Approval Approval, and, if applicablethe Board of Directors of the Company has not made a Company Adverse Recommendation Change or taken any of the actions described in Section 4.02(b)(ii), shall take all lawful action to solicit the adoption of this Agreement by such stockholders. The Board of Directors of the Company shall make the Company Recommendation and shall include such Company Recommendation in the Joint Proxy Statement, and shall not (i) withdraw or modify or qualify (or publicly propose to withdraw or modify or qualify) in any approvals related thereto including the advisory vote required by Rule 14a-21(cmanner adverse to Parent such recommendation or (ii) under the Exchange Act make any other public statement in connection therewithwith the Company Stockholders’ Meeting inconsistent with such recommendation (any action described in clauses (i) or (ii) being referred to herein as a “Company Adverse Recommendation Change”); provided that the Board of Directors of the Company may make a Company Adverse Recommendation Change pursuant to Section 4.02(b). Without limiting the generality of the foregoing, and shall, but subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date terms of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement Company’s obligations pursuant to the holders first sentence of shares of Starwood Common Stock for this Section 5.01(b) shall, consistent with Section 4.02(d), not be affected by the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior commencement, public proposal, public disclosure or communication to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders MeetingCompany of any Takeover Proposal (whether or not a Superior Proposal). (c) Marriott shallParent shall duly take all lawful action to call, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold the Parent Stockholders’ Meeting on a meeting date as soon as reasonably practicable following the effectiveness of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL Form S-4 solely for the purpose of obtaining the Marriott Parent Stockholder Approval Approval, and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes Parent has not made a Marriott Parent Adverse Recommendation Change or taken any of the actions described in Section 4.03(b)(ii), shall take all lawful action to solicit the approval of the Parent Share Issuance by such stockholders. The Board of Directors of Parent shall recommend approval of the Parent Share Issuance by the stockholders of Parent, shall include such recommendation in the Joint Proxy Statement (the “Parent Recommendation”), and shall not (i) withdraw or modify or qualify (or publicly propose to withdraw or modify or qualify) in any manner adverse to the Company such recommendation or (ii) make any other public statement in connection with the Parent Stockholders’ Meeting inconsistent with such recommendation (any action described in clauses (i) or (ii) being referred to herein as a “Parent Adverse Recommendation Change”); provided that the Board of Directors of Parent may make a Parent Adverse Recommendation Change pursuant to Section 4.03(b). Without limiting the generality of the foregoing, Marriott nevertheless shall submit this Agreement but subject to the holders terms of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior Agreement, Parent’s obligations pursuant to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives first sentence of this Section 5.01(c) shall, consistent with Section 4.03(d), not be affected by the commencement, public proposal, public disclosure or communication to attend the Marriott Stockholders MeetingParent of any Parent Takeover Proposal (whether or not a Parent Superior Proposal). (d) Starwood and Marriott The parties shall use their reasonable best efforts to hold the Starwood Stockholders Company Stockholders’ Meeting and the Marriott Stockholders Parent Stockholders’ Meeting on the same date and day at the same time. (e) As promptly as soon as reasonably practicable after the date execution of this AgreementAgreement (and, in any event, no later than 24 hours thereafter), Parent shall, in its capacity as the sole stockholder of Merger Sub, adopt this Agreement for purposes of the Merger.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon as practicable following the date of this Agreement, Starwood Telaria and Marriott Rubicon Project shall prepare, and Marriott shall file with the SEC, jointly prepare the Form S-4, in which the Joint Proxy Statement shall be included as a prospectus, and Rubicon Project shall file the Form S-4 with the SEC. The Form S-4 and the Joint Proxy Statement shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Prior to the Form S-4 being declared effective, (i) Telaria shall use its reasonable best efforts to execute and deliver to Telaria Tax Counsel and to Rubicon Project Tax Counsel the applicable Merger Tax Representation Letter referenced in Section 6.8 and (ii) Rubicon Project shall use its reasonable best efforts to execute and deliver to Rubicon Project Tax Counsel and to Telaria Tax Counsel the applicable Merger Tax Representation Letter referenced in Section 6.8. Following the delivery of the Merger Tax Representation Letters pursuant to the preceding sentence, (A) Telaria shall use its reasonable best efforts to cause Telaria Tax Counsel to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act and (B) Rubicon Project shall use its reasonable best efforts to cause Rubicon Project Tax Counsel to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, Telaria Tax Counsel and Rubicon Project Tax Counsel shall each be entitled to rely on the Tax Representation Letters referred to in this Section 6.1 and Section 6.8. Each of Starwood Telaria and Marriott Rubicon Project shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Starwood Telaria and Marriott Rubicon Project shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott Rubicon Project and Telaria shall cooperate and provide Starwood the other parties with a reasonable opportunity to review and comment on any (1) letter responding to comments received from the SEC and (2) amendment or supplement to the Form S-4 or the Joint Proxy Statement prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no letter to the SEC, amendment or supplement (including by incorporation by reference) to the Form S-4 or the Joint Proxy Statement or the Form S-4 shall be made without the approval of both Starwood Telaria and MarriottRubicon Project, which approval shall not be unreasonably withheld, conditioned or delayed; provided that that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided provided, further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Telaria Recommendation Change or a Marriott Adverse Rubicon Project Recommendation Change. Starwood Telaria shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to StarwoodTelaria’s stockholders, and Marriott Rubicon Project shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to MarriottRubicon Project’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott Each party shall advise Starwood the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop orderorder with respect to the Form S-4, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments on the Form S-4 or comments thereon the Joint Proxy Statement and responses thereto or requests by the SEC for additional informationinformation relating thereto. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodTelaria, Marriott Rubicon Project or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Starwood Telaria or Marriott Rubicon Project that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, Statement so that any of such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawApplicable Law, disseminated to the stockholders of Starwood Telaria and MarriottRubicon Project. (b) Starwood Telaria shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Telaria Stockholders Meeting”) in accordance with the MGCL solely DGCL and the rules of the NYSE for the purpose of obtaining the Starwood Telaria Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.2(b5.2(b), through its Board of Directors, recommend to its stockholders the approval adoption of the Starwood Merger and the Initial Holdco Mergerthis Agreement. Starwood Telaria may only postpone or adjourn the Starwood Telaria Stockholders Meeting Meeting, after consultation with Rubicon Project (and for the minimum duration reasonably necessary), (i) to solicit additional proxies for the purpose of obtaining the Starwood Telaria Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Starwood Telaria has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood Telaria prior to the Starwood Telaria Stockholders Meeting. In For the event avoidance of doubt and without limiting the generality of the foregoing, Telaria agrees that subsequent its obligations to hold the date Telaria Stockholders Meeting pursuant to this Section 6.1(b) shall not be affected by the making of this Agreement, a Telaria Recommendation Change or by the Board commencement of Directors or announcement or disclosure of Starwood makes or communication to Telaria of any proposal relating to a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to Telaria Alternative Transaction (including a Telaria Superior Proposal) or the holders occurrence or disclosure of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingany Telaria Intervening Event. (c) Marriott Rubicon Project shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Rubicon Project Stockholders Meeting”) in accordance with the DGCL solely and the rules of the NYSE for the purpose of obtaining the Marriott Rubicon Project Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b5.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco MergerRubicon Project Share Issuance. Marriott Rubicon Project may only postpone or adjourn the Marriott Rubicon Project Stockholders Meeting Meeting, after consultation with Telaria (and for the minimum duration reasonably necessary), (i) to solicit additional proxies for the purpose of obtaining the Marriott Rubicon Project Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or and/or mailing of any supplemental or amended disclosure that Marriott Rubicon Project has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott Rubicon Project prior to the Marriott Rubicon Project Stockholders Meeting. In For the event avoidance of doubt and without limiting the generality of the foregoing, Rubicon Project agrees that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts obligations to hold the Starwood Rubicon Project Stockholders Meeting and pursuant to this Section 6.1(c) shall not be affected by the Marriott Stockholders Meeting on making of a Rubicon Project Recommendation Change or by the same date and as soon as reasonably practicable after commencement of or announcement or disclosure of or communication to Rubicon Project of any proposal relating to a Rubicon Project Alternative Transaction (including a Rubicon Project Superior Proposal) or the date occurrence or disclosure of this Agreementany Rubicon Project Intervening Event.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as practicable following after the date execution of this Agreement, Starwood (i) Boat and Marriott Island shall preparejointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the stockholders of Boat and Marriott the stockholders of Island, as applicable, relating to the Boat Stockholders Meeting and the Island Stockholders Meeting and (ii) Boat and Island shall jointly prepare and Holdco shall file with the SEC, SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Holdco Common Stock to be issued in the Mergers. Each of Starwood Boat, Island and Marriott Holdco shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of Boat, Island and Holdco shall take all action reasonably required to be taken under any applicable securities Laws in connection with the issuance of Boat Common Stock. Starwood Each of Boat and Marriott shallIsland shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, as filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Marriott shall provide Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval have become effective, each of both Starwood Boat and Marriott, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood Island shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, and Marriott shall use reasonable best efforts to cause no filing of, or amendment or supplement to, the Joint Proxy Statement to will be mailed to Marriott’s stockholdersmade by Boat or Island, in each case as promptly as practicable after without providing the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon other party with a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Initial Holdco Merger Effective Time any information relating to StarwoodBoat or Island, Marriott or any of their respective affiliates, officers directors or directorsofficers, should be discovered by Starwood Boat or Marriott that Island which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the stockholders of Starwood Boat and Marriott. (b) Starwood shall, as the stockholders of Island. Each party shall notify the other party promptly as practicable after of the time when the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewithhas become effective, and shall, subject to the provisions of Section 4.2(b), through its Board of Directors, recommend to its stockholders the approval of the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Starwood Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood prior to the Starwood Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meeting. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of any stop order or suspension of the qualification of the shares of Marriott Holdco Common Stock issuable in connection with the Initial Holdco MergerMergers for offering or sale in any jurisdiction. Marriott may only postpone or adjourn In addition, each party agrees to provide the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum other party and (iii) to allow reasonable additional time for the filing or mailing its legal counsel with copies of any supplemental written comments, and shall inform the other party of any oral comments, that such party or amended disclosure that Marriott has determined after consultation its counsel may receive from time to time from the SEC or its staff with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior respect to the Marriott Stockholders MeetingForm S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. In the event that subsequent Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the date of this Agreementadditions, deletions or changes suggested thereto by the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood other party and its Representatives to attend the Marriott Stockholders Meetingtheir respective counsel. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As soon promptly as reasonably practicable following the date of this Agreement, Starwood CenturyLink and Marriott Qwest shall prepare, jointly prepare and Marriott shall file cause to be filed with the SECSEC a joint proxy statement to be sent to the shareholders of CenturyLink and the stockholders of Qwest relating to the CenturyLink Shareholders Meeting and the Qwest Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and CenturyLink shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement shall will be included as a prospectus. Each of Starwood , and Marriott CenturyLink and Qwest shall use their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Starwood Each of Qwest and Marriott shallCenturyLink shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of Qwest and CenturyLink shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of Qwest and CenturyLink shall use its reasonable best efforts to respond as promptly as reasonably practicable after receipt thereof, provide to any comments from the other party copies of any written comments and advise the other party of any oral comments, SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement received from (or any amendment or supplement thereto) or responding to any comments of the SEC. Marriott SEC with respect thereto, each of Qwest and CenturyLink (i) shall provide Starwood with a reasonable the other an opportunity to review and comment on any amendment such document or supplement response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the Form S-4 SEC prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without receiving the approval of both Starwood and Marriottthe other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that with respect to documents filed by a party that are incorporated by reference in . Each of Qwest and CenturyLink shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4 or Joint Proxy StatementS-4, this right the issuance of approval shall apply only with respect to information any stop order relating to the other party or its business, financial condition or results of operations, thereto or the combined entity; suspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and provided further, that this approval right shall not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood each of Qwest and CenturyLink shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Qwest and CenturyLink shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to CenturyLink or any CenturyLink Subsidiary, or any change occurs with respect to other information supplied by CenturyLink for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, CenturyLink shall promptly notify Qwest of such event, and CenturyLink and Qwest shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CenturyLink’s shareholders and Qwest’s stockholders. Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time, any event occurs with respect to Qwest or any Qwest Subsidiary, or any change occurs with respect to other information supplied by Qwest for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form X-0, Xxxxx shall promptly notify CenturyLink of such event, and Qwest and CenturyLink shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CenturyLink’s shareholders and Qwest’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of any party under Section 6.01(a). (d) CenturyLink shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the CenturyLink Shareholders Meeting for the sole purpose of seeking the CenturyLink Shareholder Approval. CenturyLink shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to StarwoodCenturyLink’s stockholdersshareholders and to hold the CenturyLink Shareholders Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) subject to Section 5.02(b) and Section 5.02(d), solicit the CenturyLink Shareholder Approval. CenturyLink shall, through the CenturyLink Board, recommend to its shareholders that they give the CenturyLink Shareholder Approval and Marriott shall include such recommendation in the Joint Proxy Statement, except to the extent that the CenturyLink Board shall have made a CenturyLink Adverse Recommendation Change as permitted by Section 5.02(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the CenturyLink Shareholders Meeting is scheduled, CenturyLink has not received proxies representing a sufficient number of shares of CenturyLink Common Stock to obtain the CenturyLink Shareholder Approval, whether or not a quorum is present, CenturyLink shall have the right to make one or more successive postponements or adjournments of the CenturyLink Shareholders Meeting, provided that the CenturyLink Shareholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the CenturyLink Shareholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). CenturyLink agrees that its obligations to hold the CenturyLink Shareholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to CenturyLink of any CenturyLink Takeover Proposal, by the making of any CenturyLink Adverse Recommendation Change by the CenturyLink Board; provided, however, that if the public announcement of a CenturyLink Adverse Recommendation Change or the delivery of a CenturyLink Notice of Recommendation Change is less than 10 Business Days prior to the CenturyLink Shareholders Meeting, CenturyLink shall be entitled to postpone the CenturyLink Shareholders Meeting to a date not more than 10 Business Days after such event. (e) Qwest shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Qwest Stockholders Meeting for the sole purpose of seeking the Qwest Stockholder Approval. Qwest shall use its reasonable best efforts to (i) cause the Joint Proxy Statement to be mailed to MarriottQwest’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Marriott shall advise Starwood promptly after it receives notice thereof, of Act and to hold the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Starwood and Marriott. (b) Starwood shall, Qwest Stockholders Meeting as promptly soon as practicable after the Form S-4 is declared becomes effective under and (ii) subject to Section 5.03(b) and Section 5.03(d), solicit the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Starwood Stockholders Meeting”) in accordance with the MGCL solely for the purpose of obtaining the Starwood Qwest Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Approval. Qwest shall, subject to through the provisions of Section 4.2(b), through its Board of DirectorsQwest Board, recommend to its stockholders that they give the approval Qwest Stockholder Approval and shall include such recommendation in the Joint Proxy Statement, except to the extent that the Qwest Board shall have made a Qwest Adverse Recommendation Change as permitted by Section 5.03(b). Notwithstanding the foregoing provisions of this Section 6.01(d), if on a date for which the Starwood Merger and the Initial Holdco Merger. Starwood may only postpone or adjourn the Starwood Qwest Stockholders Meeting (i) is scheduled, Qwest has not received proxies representing a sufficient number of shares of Qwest Common Stock to solicit additional proxies for obtain the purpose of obtaining the Starwood Qwest Stockholder Approval, whether or not a quorum is present, Qwest shall have the right to make one or more successive postponements or adjournments of the Qwest Stockholders Meeting, provided that the Qwest Stockholders Meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the Qwest Stockholders Meeting was originally scheduled (ii) for excluding any adjournments or postponements required by applicable Law). Qwest agrees that its obligations to hold the absence Qwest Stockholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to Qwest of any Qwest Takeover Proposal or by the making of any Qwest Adverse Recommendation Change by the Qwest Board; provided, however, that if the public announcement of a quorum and (iii) to allow reasonable additional time for Qwest Adverse Recommendation Change or the filing or mailing delivery of any supplemental or amended disclosure that Starwood has determined after consultation with outside legal counsel a Qwest Notice of Recommendation Change is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Starwood less than 10 Business Days prior to the Starwood Stockholders Qwest Shareholders Meeting. In , Qwest shall be entitled to postpone the event that subsequent Qwest Shareholders Meeting to the a date of this Agreement, the Board of Directors of Starwood makes a Starwood Adverse Recommendation Change, Starwood nevertheless shall submit this Agreement to the holders of shares of Starwood Common Stock for the purpose of obtaining the Starwood Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Starwood Stockholders Meeting. Starwood shall permit Marriott and its Representatives to attend the Starwood Stockholders Meetingnot more than 10 Business Days after such event. (c) Marriott shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the “Marriott Stockholders Meeting”) in accordance with the DGCL solely for the purpose of obtaining the Marriott Stockholder Approval and, if applicable, any approvals related thereto including the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and shall, subject to the provisions of Section 4.3(b), through its Board of Directors, recommend to its stockholders the approval of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger. Marriott may only postpone or adjourn the Marriott Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Marriott Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Marriott has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Marriott prior to the Marriott Stockholders Meeting. In the event that subsequent to the date of this Agreement, the Board of Directors of Marriott makes a Marriott Adverse Recommendation Change, Marriott nevertheless shall submit this Agreement to the holders of shares of Marriott Common Stock for the purpose of obtaining the Marriott Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Marriott Stockholders Meeting. Marriott shall permit Starwood and its Representatives to attend the Marriott Stockholders Meeting. (d) Starwood and Marriott shall use reasonable best efforts to hold the Starwood Stockholders Meeting and the Marriott Stockholders Meeting on the same date and as soon as reasonably practicable after the date of this Agreement.